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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

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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

This form is a joint filing by The Kroger Co. ("Kroger") and Vigor Acquisition Corp., a direct wholly owned subsidiary of Kroger ("Acquisition Corp.").
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").
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.
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).
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.