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Filing Details

Accession Number:
0001209191-14-053035
Form Type:
4
Zero Holdings:
No
Publication Time:
2014-08-18 16:23:03
Reporting Period:
2014-08-18
Filing Date:
2014-08-18
Accepted Time:
2014-08-18 16:23:03
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1401688 Vitacost.com Inc. VITC Retail-Catalog & Mail-Order Houses (5961) 371333024
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
56873 Kroger Co 1014 Vine Street
Cincinnati OH 45202-1100
No No Yes No
1613095 Vigor Acquisition Corp 1014 Vine Street
Cincinnati OH 45202-1100
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock, Par Value $0.00001 Per Share Acquisiton 2014-08-18 30,678,665 $8.00 30,678,665 No 4 P Indirect See Footnote
Common Stock, Par Value $0.00001 Per Share Acquisiton 2014-08-18 3,749,701 $8.00 1,000 No 4 P Indirect See Footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Indirect See Footnote
No 4 P Indirect See Footnote
Footnotes
  1. This form is a joint filing by The Kroger Co. ("Kroger") and Vigor Acquisition Corp., a direct wholly owned subsidiary of Kroger ("Acquisition Corp.").
  2. Shares of Common Stock, par value $0.00001 per share (the "Shares"), of Vitacost.com, Inc. ("Vitacost") acquired pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of July 1, 2014 (the "Merger Agreement"), by and among Kroger, Acquisition Corp. and Vitacost (such tender offer, the "Offer").
  3. Shares were held by Acquisition Corp. As Acquisition Corp. is a direct wholly owned subsidiary of Kroger, Kroger may be deemed to have acquired indirect beneficial ownership of the Shares.
  4. Reflects all of the outstanding shares of Vitacost not tendered in the Offer, which may be deemed to have been acquired by Kroger and Acquisition Corp. pursuant to the consummation of the Merger (as defined below).
  5. Acquisition Corp. was merged with and into Vitacost, with Vitacost surviving the Merger as a direct wholly owned subsidiary of Kroger pursuant to a "back-end merger" under Delaware law (the "Merger"). At the effective time of the Merger, all of Vitacost's previously outstanding stock held by the registrants was canceled. Prior to the Merger, Kroger directly held 1,000 shares of Acquisition Corp., which represented all of the issued and outstanding capital stock of Acquisition Corp. At the effective time of the Merger, each share of Acquisition Corp. was converted into a share of the surviving company's stock.