- Amended Statement of Beneficial Ownership (SC 13D/A)
26 5월 2010 - 6:21AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Vitacost.com, Inc.
(Name of Issuer)
Common Stock, $0.00001 par value per share
(Title of Class of Securities)
92847A20 0
(CUSIP Number)
Great Hill Partners, LLC
Attn: Laurie T. Gerber
One Liberty Square, Boston, MA 02109
(617) 790-9430
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 25, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Section 240.13d-7 for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information
required on 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, as amended (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).
SCHEDULE 13D
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CUSIP No. 92847A20 0
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1.
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Names of Reporting
Persons.
Great Hill Investors, LLC
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
WC
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5.
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
Massachusetts
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
15,801
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
15,801
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
15,801
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12.
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Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
x
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13.
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Percent of Class Represented by
Amount in Row (11)
0.06%*
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14.
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Type of Reporting Person (See
Instructions)
OO
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*
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Percentage calculated based on 27,488,353 shares of common stock outstanding on April 30, 2010, as disclosed in the Issuers Quarterly Report on Form 10-Q
filed on May 17, 2010.
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2
SCHEDULE 13D
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CUSIP No. 92847A20 0
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1.
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Names of Reporting
Persons.
Great Hill Equity Partners III, L.P.
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
WC
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5.
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
3,545,064
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
3,545,064
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
3,545,064
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12.
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Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
x
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13.
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Percent of Class Represented by
Amount in Row (11)
12.90%*
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14.
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Type of Reporting Person (See
Instructions)
PN
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*
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Percentage calculated based on 27,488,353 shares of common stock outstanding on April 30, 2010, as disclosed in the Issuers Quarterly Report on Form 10-Q
filed on May 17, 2010.
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3
SCHEDULE 13D
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CUSIP No. 92847A20 0
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1.
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Names of Reporting
Persons.
Great Hill Partners GP III, L.P.
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
WC
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5.
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
Sole Voting Power
3,545,064
|
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8.
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Shared Voting Power
0
|
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9.
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Sole Dispositive Power
3,545,064
|
|
10.
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Shared Dispositive Power
0
|
11.
|
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Aggregate Amount Beneficially
Owned by Each Reporting Person
3,545,064
|
12.
|
|
Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
x
|
13.
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Percent of Class Represented by
Amount in Row (11)
12.90%*
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14.
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Type of Reporting Person (See
Instructions)
PN
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*
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Percentage calculated based on 27,488,353 shares of common stock outstanding on April 30, 2010, as disclosed in the Issuers Quarterly Report on Form 10-Q
filed on May 17, 2010.
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4
SCHEDULE 13D
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CUSIP No. 92847A20 0
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1.
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Names of Reporting
Persons.
GHP III, LLC
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
WC
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5.
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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|
Citizenship or Place of
Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
3,545,064
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
3,545,064
|
11.
|
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
3,545,064
|
12.
|
|
Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
x
|
13.
|
|
Percent of Class Represented by
Amount in Row (11)
12.90%*
|
14.
|
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Type of Reporting Person (See
Instructions)
OO
|
*
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Percentage calculated based on 27,488,353 shares of common stock outstanding on April 30, 2010, as disclosed in the Issuers Quarterly Report on Form 10-Q
filed on May 17, 2010.
|
5
SCHEDULE 13D
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CUSIP No. 92847A20 0
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1.
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Names of Reporting
Persons.
Great Hill Equity Partners IV, L.P.
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
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3.
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SEC Use Only
|
4.
|
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Source of Funds (See
Instructions)
WC
|
5.
|
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Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
|
|
Citizenship or Place of
Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
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Shared Voting Power
1,858,832
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
1,858,832
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
1,858,832
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12.
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Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
x
|
13.
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Percent of Class Represented by
Amount in Row (11)
6.76%*
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14.
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Type of Reporting Person (See
Instructions)
PN
|
*
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Percentage calculated based on 27,488,353 shares of common stock outstanding on April 30, 2010, as disclosed in the Issuers Quarterly Report on Form 10-Q
filed on May 17, 2010.
|
6
SCHEDULE 13D
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CUSIP No. 92847A20 0
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1.
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Names of Reporting
Persons.
Great Hill Partners GP IV,
L.P.
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See
Instructions)
WC
|
5.
|
|
Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
1,858,832
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
1,858,832
|
11.
|
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
1,858,832
|
12.
|
|
Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
x
|
13.
|
|
Percent of Class Represented by
Amount in Row (11)
6.76%*
|
14.
|
|
Type of Reporting Person (See
Instructions)
PN
|
*
|
Percentage calculated based on 27,488,353 shares of common stock outstanding on April 30, 2010, as disclosed in the Issuers Quarterly Report on Form 10-Q
filed on May 17, 2010.
|
7
SCHEDULE 13D
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CUSIP No. 92847A20 0
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1.
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Names of Reporting
Persons.
GHP IV, LLC
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2.
|
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See
Instructions)
WC
|
5.
|
|
Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
6.
|
|
Citizenship or Place of
Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
1,858,832
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
1,858,832
|
11.
|
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
1,858,832
|
12.
|
|
Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
x
|
13.
|
|
Percent of Class Represented by
Amount in Row (11)
6.76%*
|
14.
|
|
Type of Reporting Person (See
Instructions)
OO
|
*
|
Percentage calculated based on 27,488,353 shares of common stock outstanding on April 30, 2010, as disclosed in the Issuers Quarterly Report on Form 10-Q
filed on May 17, 2010.
|
8
SCHEDULE 13D
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CUSIP No. 92847A20 0
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1.
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Names of Reporting
Persons.
Matthew T. Vettel
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2.
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
|
3.
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SEC Use Only
|
4.
|
|
Source of Funds (See
Instructions)
WC
|
5.
|
|
Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
6.
|
|
Citizenship or Place of
Organization
United States of
America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
5,403,896
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
5,403,896
|
11.
|
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
5,403,896
|
12.
|
|
Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
x
|
13.
|
|
Percent of Class Represented by
Amount in Row (11)
19.66%*
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
*
|
Percentage calculated based on 27,488,353 shares of common stock outstanding on April 30, 2010, as disclosed in the Issuers Quarterly Report on Form 10-Q
filed on May 17, 2010.
|
9
SCHEDULE 13D
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CUSIP No. 92847A20 0
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1.
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Names of Reporting
Persons.
Christopher S. Gaffney
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2.
|
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See
Instructions)
WC
|
5.
|
|
Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
6.
|
|
Citizenship or Place of
Organization
United States of
America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
5,419,697
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
5,419,697
|
11.
|
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
5,419,697
|
12.
|
|
Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
x
|
13.
|
|
Percent of Class Represented by
Amount in Row (11)
19.72%*
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
*
|
Percentage calculated based on 27,488,353 shares of common stock outstanding on April 30, 2010, as disclosed in the Issuers Quarterly Report on Form 10-Q
filed on May 17, 2010.
|
10
SCHEDULE 13D
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CUSIP No. 92847A20 0
|
1.
|
|
Names of Reporting
Persons.
John G. Hayes
|
2.
|
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
¨
(b)
x
|
3.
|
|
SEC Use Only
|
4.
|
|
Source of Funds (See
Instructions)
WC
|
5.
|
|
Check Box if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
|
6.
|
|
Citizenship or Place of
Organization
United States of
America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7.
|
|
Sole Voting Power
0
|
|
8.
|
|
Shared Voting Power
5,419,697
|
|
9.
|
|
Sole Dispositive Power
0
|
|
10.
|
|
Shared Dispositive Power
5,419,697
|
11.
|
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
5,419,697
|
12.
|
|
Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions)
x
|
13.
|
|
Percent of Class Represented by
Amount in Row (11)
19.72%*
|
14.
|
|
Type of Reporting Person (See
Instructions)
IN
|
*
|
Percentage calculated based on 27,488,353 shares of common stock outstanding on April 30, 2010, as disclosed in the Issuers Quarterly Report on Form 10-Q
filed on May 17, 2010.
|
11
Introduction
This Amendment No. 3 (this Amendment) amends and supplements the Schedule 13D filed on March 23, 2010, as amended
on May 3, 2010 and on May 11, 2010 (the Filing), by the Reporting Persons relating to the common stock, $0.00001 par value per share (the Common Stock), of Vitacost.com, Inc., a Delaware corporation (the
Issuer). Information reported in the Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the
respective meanings set forth in the Filing.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
On May 25, 2010, the Reporting Persons filed a definitive consent solicitation statement on Schedule 14A with the SEC in connection
with the Reporting Persons solicitation of consents from the Companys stockholders to the actions described in the definitive consent solicitation statement. The Reporting Persons also issued a press release regarding the filing of the
definitive consent solicitation statement.
The Reporting Persons reserve the right to take any other actions that they deem
appropriate to protect their rights as stockholders of the Issuer.
12
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is
true, complete, and correct.
Date: May 25, 2010
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GREAT HILL INVESTORS, LLC
|
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By:
|
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/s/ C
HRISTOPHER
S.
G
AFFNEY
|
Name:
|
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Christopher S. Gaffney*
|
Title:
|
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A Manager
|
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GREAT HILL EQUITY PARTNERS III, L.P.
|
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By: GREAT HILL PARTNERS GP III, L.P., its General Partner
|
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By: GHP III, LLC, its General Partner
|
|
|
By:
|
|
/s/ C
HRISTOPHER
S.
G
AFFNEY
|
Name:
|
|
Christopher S. Gaffney*
|
Title:
|
|
A Manager
|
|
GREAT HILL PARTNERS GP III, L.P.
|
|
By: GHP III, LLC, its General Partner
|
|
|
By:
|
|
/s/ C
HRISTOPHER
S.
G
AFFNEY
|
Name:
|
|
Christopher S. Gaffney*
|
Title:
|
|
A Manager
|
|
GHP III, LLC
|
|
|
By:
|
|
/s/ C
HRISTOPHER
S.
G
AFFNEY
|
Name:
|
|
Christopher S. Gaffney*
|
Title:
|
|
A Manager
|
|
GREAT HILL EQUITY PARTNERS IV, L.P.
|
|
By: GREAT HILL PARTNERS GP IV, L.P., its General Partner
|
|
By: GHP IV, LLC, its General Partner
|
|
|
By:
|
|
/s/ C
HRISTOPHER
S.
G
AFFNEY
|
Name:
|
|
Christopher S. Gaffney*
|
Title:
|
|
A Manager
|
13
|
|
|
GREAT HILL PARTNERS GP IV, L.P.
|
|
By: GHP IV, LLC, its General Partner
|
|
|
By:
|
|
/s/ C
HRISTOPHER
S.
G
AFFNEY
|
Name:
|
|
Christopher S. Gaffney*
|
Title:
|
|
A Manager
|
|
GHP IV, LLC
|
|
|
By:
|
|
/s/ C
HRISTOPHER
S.
G
AFFNEY
|
Name:
|
|
Christopher S. Gaffney*
|
Title:
|
|
A Manager
|
|
|
|
|
/s/ C
HRISTOPHER
S.
G
AFFNEY
|
Name:
|
|
Christopher S. Gaffney*
|
|
|
|
|
/s/ J
OHN
G.
H
AYES
|
Name:
|
|
John G. Hayes*
|
|
|
|
|
/s/ M
ATTHEW
T.
V
ETTEL
|
Name:
|
|
Matthew T. Vettel*
|
|
|
*By:
|
|
/s/ L
AURIE
T.
G
ERBER
|
Name:
|
|
Laurie T. Gerber
|
Title:
|
|
Attorney in fact
|
14
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