- Statement of Ownership (SC 13G)
11 2월 2010 - 5:15AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under the
Securities Exchange Act of 1934
Vitacost.com,
Inc.
(Name of
Issuer)
Common
Stock
(Title of
Class of Securities)
092847A20
0
(CUSIP
Number)
December
31, 2009
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨
Rule
13d-1(b)
¨
Rule
13d-(c)
x
Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No.: 092847A20 0
1)
|
Names
of Reporting Persons
|
2)
|
Check
the Appropriate Box if a Member of a
Group
|
(a)
¨
(b)
¨
4)
|
Citizenship
or Place of Organization
|
USA
|
Number
of
|
5)
|
Sole
Voting Power
|
|
Shares
|
|
|
|
Beneficially
|
6)
|
Shared
Voting Power
|
|
Owned
|
|
|
|
by
Each
|
7)
|
Sole
Dispositive Power
|
|
Reporting
|
|
|
|
Person
With
|
8)
|
Shared
Dispositive Power
|
|
9)
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person
2,567,285*
|
10)
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
|
11)
|
Percent
of Class Represented by Amount in Row
(9) 9.1%
|
12)
|
Type
of Reporting
Person IN
|
*
Consists of options to purchase 609,000 shares of common stock of the
Issuer.
**
Consists of 1,657,485 shares of common stock of the Issuer owned directly by the
Josephs Family Limited Partnership and 300,800 shares owned directly by the
Josephs Grantor Retained Annuity Trust.
Item 1(a)
|
Name
of Issuer:
|
Vitacost.com,
Inc.
Item 1(b)
|
Address
of Issuer’s Principal Executive
Offices:
|
5400
Broken Sound Blvd., NW
Suite
500
Boca
Raton, FL 33487
Item 2(a)
|
Name
of Person Filing:
|
Item 2(b)
|
Address
of Principal Business Office or, if none,
Residence:
|
21090 Las
Brisas
Boca
Raton, FL 33433
USA
Item 2(d)
|
Title
of Class of Securities:
|
Common
Stock
092847A20
0
Item 3.
|
If
this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check
whether the person filing is a:
|
|
(a)
|
o
|
Broker
or Dealer registered under Section 15 of the Act (15 U.S.C.
78o)
|
|
(b)
|
o
|
Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)
|
|
(c)
|
o
|
Insurance
Company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c)
|
|
(d)
|
¨
|
Investment
Company registered under section 8 of the Investment Company Act of 1940
(U.S.C. 80a-8)
|
|
(e)
|
¨
|
Investment
Adviser in accordance with
§240.13d-1(b)(1)(ii)(E)
|
|
(f)
|
¨
|
Employee
Benefit Plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F)
|
|
(g)
|
¨
|
Parent
Holding Company or control person in accordance with
§240.13d-1(b)(1)(ii)(G)
|
|
(h)
|
¨
|
savings
associations as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813)
|
|
(i)
|
¨
|
church
plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3)
|
|
(j)
|
¨
|
Group,
in accordance with §
240.13d-1(b)(1)(ii)(J)
|
Item
4. Ownership
(a) Amount
Beneficially Owned:
(b) Percent
of Class:
Based on
calculations made in accordance with Rule 13d-3(d), and there being 27,488,353
shares of common stock of the Issuer outstanding as of October 31, 2009 as
reported in the Issuer’s Form 10-Q (File No. 001-34468) filed with the
Securities and Exchange Commission on November 16, 2009, the Reporting Person
beneficially owns approximately 9.1% of the outstanding shares of the Issuer’s
common stock.
(c) Number
of shares as to which such person has:
(i)
|
sole
power to vote or to direct the vote
|
|
(ii)
|
shared
power to vote or to direct the vote
|
|
(iii)
|
sole
power to dispose or to direct the disposition of
|
|
(iv)
|
shared
power to dispose or to direct the disposition of
|
|
*
|
Sole
Voting/Dispositive Power: Consists of options to purchase 609,000 shares
of common stock of the Issuer.
|
|
Shared
Voting/Dispositive Power: Consists of 1,657,485 shares of common stock of
the Issuer owned directly by the Josephs Family Limited Partnership and
300,800 shares owned directly by the Josephs Grantor Retained Annuity
Trust.
|
Item
5. Ownership of Five Percent or Less of a Class
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following
o
.
Item
6. Ownership of More than Five Percent on Behalf of Another
Person
Not
applicable
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company
|
Not
applicable
Item
8. Identification and Classification of Members of the
Group
Not
applicable
Item
9. Notice of Dissolution of Group
Not
applicable
Item
10. Certification
Signature
.
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date:
February 10, 2010
Signature:
Versatech (NASDAQ:VITC)
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