- Amended Statement of Ownership (SC 13G/A)
09 2월 2012 - 6:36AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Vitacost.com,
Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
092847A20 0
(CUSIP Number)
December 31, 2011
(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-1(c)
x
Rule 13d-1(d)
*
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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 the disclosures provided in a prior cover page.
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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).
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1)
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Names of Reporting Persons
Allen S. Josephs
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2)
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Check the Appropriate Box if a
Member of a Group (See Instructions)
(a)
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(b)
¨
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3)
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SEC Use Only
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4)
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Citizenship or Place of
Organization
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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(5)
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Sole Voting Power
699,100*
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(6)
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Shared Voting Power
1,383,097**
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(7)
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Sole Dispositive Power
699,100*
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(8)
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Shared Dispositive Power
1,383,097**
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9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,082,197
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10)
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Check If the Aggregate Amount in
Row (9) Excludes Certain Shares (See Instructions)
¨
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11)
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Percent of Class Represented by
Amount in Row 9
7.3%***
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12)
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Type of Reporting Person (See
Instructions)
IN
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*
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Consists of: (i) options to purchase 551,000 shares of common stock of the Issuer; and (ii) 148,100 shares of common stock of the Issuer owned directly by the A.M.
Josephs Family Foundation.
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**
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Consists of: (i) 1,148,722 shares of common stock of the Issuer owned jointly by the reporting person and his wife; and (ii) 234,375 shares owned directly by the Allen
S. Josephs Three Year Annuity Trust.
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***
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Percentage ownership is computed in accordance with Rule 13d-3(d)(1) based on 27,855,560 shares of common stock of the Issuer outstanding as of November 7, 2011 as
reported in the Issuers quarterly report on Form 10-Q for the quarterly period ended September 30, 2011, together with options beneficially owned by the reporting person which are exercisable into shares of common stock of the Issuer within 60
days of December 31, 2011.
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CUSIP No. 092847A20 0
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Item 1.
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(a)
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Name of Issuer:
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Vitacost.com, Inc.
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(b)
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Address of Issuers Principal Executive Offices:
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5400 Broken Sound Blvd., NW
Suite 500
Boca Raton, FL 33487
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Item 2.
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(a)
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Name of Person Filing:
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Allen S. Josephs
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(b)
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Address of Principal Business Office, or if None, Residence:
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7710 Kenway Place
Boca Raton, FL 33433
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(c)
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Citizenship:
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USA
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(d)
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Title of Class of Securities:
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Common Stock
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(e)
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CUSIP Number:
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092847A20 0
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A 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);
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of
institution:
3
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Item 4.
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Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
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(a)
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Amount beneficially owned:
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2,082,197
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(b)
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Percent of class:
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7.3%*
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote
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699,100**
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(ii)
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Shared power to vote or to direct the vote
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1,383,097***
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(iii)
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Sole power to dispose or to direct the disposition of
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699,100**
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(iv)
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Shared power to dispose or to direct the disposition of
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1,383,097***
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* Percentage ownership is computed in accordance with Rule 13d-3(d)(1)
based on 27,855,560 shares of common stock of the Issuer outstanding as of November 7, 2011 as reported in the Issuers quarterly report on Form 10-Q for the quarterly period ended September 30, 2011, together with options beneficially owned by
the reporting person which are exercisable into shares of common stock of the Issuer within 60 days of December 31, 2010.
|
** Consists of: (i) options to purchase 551,000 shares of common stock of the Issuer;
and (ii) 148,100 shares of common stock of the Issuer owned directly by the A.M. Josephs Family Foundation.
|
*** Consists of: (i) 1,148,722 shares of common stock of the Issuer owned jointly by the reporting person
and his wife; and (ii) 234,375 shares owned directly by the Allen S. Josephs Three Year Annuity Trust.
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Item 5.
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Ownership of Five Percent or Less of a Class
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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
¨
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company
or Control
Person
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
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Not applicable.
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Item 10.
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Certification
s
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Not applicable.
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4
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.
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Date: February 8, 2012
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/s/ Allen S. Josephs
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Allen S. Josephs
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Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
5
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