FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Horowitz Jeffrey 		2. Issuer Name and Ticker or Trading Symbol

Vitacost.com, Inc. [ VITC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

5400 BROKEN SOUND BLVD NW, STE 500 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/18/2014
(Street)

BOCA RATON, FL 33487-3521
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   8/18/2014     U (1)    300000   D $8   0   D    
Common Stock   8/18/2014     U (1)    2365881   D $8   0   I   See footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant   $7.04   8/18/2014     U   (3)    776286         (3)   (3) Common Stock   93154   $0.96   0   I   See footnote   (4)
Restricted Stock Units   $0   8/18/2014     D         48200      (5) 2/3/2024   Common Stock   48200   $0   0   D    
Stock Option   $5.96   8/18/2014     D         400000      (6) 1/16/2024   Common Stock   400000   $2.04   0   D    
Stock Option   $7.15   8/18/2014     D         172500      (7) 2/12/2023   Common Stock   172500   $0.85   0   D    
Stock Option   $4.33   8/18/2014     D         367250      (8)   (8) Common Stock   367250   $3.67   0   D    
Stock Option   $3.75   8/18/2014     D         582750      (8)   (8) Common Stock   582750   $4.25   0   D    
Stock Option   $8.91   8/18/2014     J   (9)       50000      (9)   (9) Common Stock   50000   $0   (9) 0   D    

Explanation of Responses:
( 1)  On August 18, 2014, pursuant to that certain Agreement and Plan of Merger by and among Vitacost.com, Inc., The Kroger Co. and Vigor Acquisition Corp., dated July 1, 2014 (the "Merger Agreement") at the effective time, each outstanding share of Vitacost Common Stock was converted in to the right to receive $8.00 per share (the "Offer Price").
( 2)  These shares of common stock are owned by JHH Capital, LLC (an entity affiliated with Mr. Jeffrey Horowitz of which he together with his wife own, as tenants by the entirety, 100% of the economic interest).
( 3)  This warrant was issued pursuant to that certain Warrant Purchase Agreement by and among Vitacost and the other parties thereto dated February 16, 2012 (the "Warrant"). Pursuant to the Merger Agreement, this warrant was conditionally net exercised at the Offer Price in order to permit the holder to participate in the tender of offer for the purchase of the shares of Vitacost.
( 4)  The shares of common stock received from the exercise of the Warrant are held by JHH Capital, LLC.
( 5)  These restricted stock units become fully vested in the event of a Change in Control as defined in the 2011 Plan and pursuant to the Merger Agreement, immediately prior to the effective time, were cancelled in exchange for a cash payment equal to the Offer Price, without any interest and subject to any tax withholding.
( 6)  These options vest annually over 5 years in equal installments starting 1/16/2015. These options become fully vested in the event of a Change in Control as defined in the 2011 Plan and pursuant to the Merger Agreement, immediately prior to the effective time, were cancelled in exchange for a cash payment equal to the Offer Price net of the exercise price, without any interest and subject to any tax withholding.
( 7)  These options vest annually over 5 years in equal installments starting 2/13/2014. These options become fully vested in the event of a Change in Control as defined in the 2011 Plan and pursuant to the Merger Agreement, immediately prior to the effective time, were cancelled in exchange for a cash payment equal to the Offer Price net of the exercise price, without any interest and subject to any tax withholding.
( 8)  These options fully vested August 15, 2014. Pursuant to the Merger Agreement, immediately prior to the effective time, were cancelled in exchange for a cash payment equal to the Offer Price net of the exercise price, without any interest and subject to any tax withholding.
( 9)  These options have an exercise price that exceeds the Offer Price and pursuant to the Merger Agreement, immediately prior to the effective time these options were cancelled for no consideration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Horowitz Jeffrey
5400 BROKEN SOUND BLVD NW, STE 500
BOCA RATON, FL 33487-3521 		X
Chief Executive Officer

Signatures
/s/ Jeffrey J. Horowitz 8/19/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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