UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
July 15, 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.
| * | 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 disclosures provided in a prior cover page. |
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
CUSIP No. 92847A20 0
| ||||||
| 1. | Names of reporting persons.
Great Hill Investors, LLC | |||||
| 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
Massachusetts | |||||
Number of shares beneficially owned by each reporting person with | 7. | Sole voting power
0 | ||||
| 8. | Shared voting power
15,801 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
15,801 | |||||
11. | Aggregate amount beneficially owned by each reporting person
15,801 | |||||
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)
0.06%* | |||||
14. | Type of reporting person (see instructions)
OO | |||||
| * | Percentage calculated based on 27,756,660 shares of Common Stock outstanding on June 2, 2010, as disclosed in the Issuer’s Current Report on Form 8-K filed on June 7, 2010. |
2
SCHEDULE 13D
CUSIP No. 92847A20 0
| ||||||
| 1. | Names of reporting persons.
Great Hill Equity Partners III, L.P. | |||||
| 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
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)
12.77%* | |||||
14. | Type of reporting person (see instructions)
PN | |||||
| * | Percentage calculated based on 27,756,660 shares of Common Stock outstanding on June 2, 2010, as disclosed in the Issuer’s Current Report on Form 8-K filed on June 7, 2010. |
3
SCHEDULE 13D
CUSIP No. 92847A20 0
| ||||||
| 1. | Names of reporting persons.
Great Hill Partners GP III, L.P. | |||||
| 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
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)
12.77%* | |||||
14. | Type of reporting person (see instructions)
PN | |||||
| * | Percentage calculated based on 27,756,660 shares of Common Stock outstanding on June 2, 2010, as disclosed in the Issuer’s Current Report on Form 8-K filed on June 7, 2010. |
4
SCHEDULE 13D
CUSIP No. 92847A20 0
| ||||||
| 1. | Names of reporting persons.
GHP III, LLC | |||||
| 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
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)
12.77%* | |||||
14. | Type of reporting person (see instructions)
OO | |||||
| * | Percentage calculated based on 27,756,660 shares of Common Stock outstanding on June 2, 2010, as disclosed in the Issuer’s Current Report on Form 8-K filed on June 7, 2010. |
5
SCHEDULE 13D
CUSIP No. 92847A20 0
| ||||||
| 1. | Names of reporting persons.
Great Hill Equity Partners IV, L.P. | |||||
| 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)
6.70%* | |||||
14. | Type of reporting person (see instructions)
PN | |||||
| * | Percentage calculated based on 27,756,660 shares of Common Stock outstanding on June 2, 2010, as disclosed in the Issuer’s Current Report on Form 8-K filed on June 7, 2010. |
6
SCHEDULE 13D
CUSIP No. 92847A20 0
| ||||||
| 1. | Names of reporting persons.
Great Hill Partners GP IV, L.P. | |||||
| 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)
6.70%* | |||||
14. | Type of reporting person (see instructions)
PN | |||||
| * | Percentage calculated based on 27,756,660 shares of Common Stock outstanding on June 2, 2010, as disclosed in the Issuer’s Current Report on Form 8-K filed on June 7, 2010. |
7
SCHEDULE 13D
CUSIP No. 92847A20 0
| ||||||
| 1. | Names of reporting persons.
GHP IV, LLC | |||||
| 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)
6.70%* | |||||
14. | Type of reporting person (see instructions)
OO | |||||
| * | Percentage calculated based on 27,756,660 shares of Common Stock outstanding on June 2, 2010, as disclosed in the Issuer’s Current Report on Form 8-K filed on June 7, 2010. |
8
SCHEDULE 13D
CUSIP No. 92847A20 0
| ||||||
| 1. | Names of reporting persons.
Matthew T. Vettel | |||||
| 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
5,403,896 | |||||
| 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)
19.47%* | |||||
14. | Type of reporting person (see instructions)
IN | |||||
| * | Percentage calculated based on 27,756,660 shares of Common Stock outstanding on June 2, 2010, as disclosed in the Issuer’s Current Report on Form 8-K filed on June 7, 2010. |
9
SCHEDULE 13D
CUSIP No. 92847A20 0
| ||||||
| 1. | Names of reporting persons.
Christopher S. Gaffney | |||||
| 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)
19.53%* | |||||
14. | Type of reporting person (see instructions)
IN | |||||
| * | Percentage calculated based on 27,756,660 shares of Common Stock outstanding on June 2, 2010, as disclosed in the Issuer’s Current Report on Form 8-K filed on June 7, 2010. |
10
SCHEDULE 13D
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)
19.53%* | |||||
14. | Type of reporting person (see instructions)
IN | |||||
| * | Percentage calculated based on 27,756,660 shares of Common Stock outstanding on June 2, 2010, as disclosed in the Issuer’s Current Report on Form 8-K filed on June 7, 2010. |
11
Introduction
This Amendment No. 4 (this “Amendment”) amends and supplements the Schedule 13D filed on March 23, 2010, as amended on May 3, 2010, May 11, 2010 and May 25, 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 July 15, 2010, the Reporting Persons caused to be hand delivered to the offices of the Issuer’s registered agent in the State of Delaware written consents from the holders of more than a majority of the Issuer’s outstanding Common Stock as of June 2, 2010, the record date for the Reporting Persons’ consent solicitation. Following, and subject to, the certification of the results of the consent solicitation, the consents approve the Reporting Persons’ proposals to (1) amend certain provisions of the Bylaws, (2) remove Eran Ezra, Stewart L. Gitler, David N. Ilfeld, M.D. and Lawrence A. Pabst, M.D. from the Board, and (3) elect Christopher S. Gaffney, Mark A. Jung, Michael A. Kumin and Jeffrey M. Stibel to the Board.
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: July 15, 2010
| GREAT HILL INVESTORS, LLC | ||
| By: | /S/ CHRISTOPHER S. GAFFNEY | |
| Name: | Christopher S. Gaffney* | |
| Title: | A Manager | |
| GREAT HILL EQUITY PARTNERS III, L.P. | ||
| By: | GREAT HILL PARTNERS GP III, L.P., its General Partner | |
| By: | GHP III, LLC, its General Partner | |
| By: | /S/ CHRISTOPHER S. GAFFNEY | |
| Name: | Christopher S. Gaffney* | |
| Title: | A Manager | |
| GREAT HILL PARTNERS GP III, L.P. | ||
| By: | GHP III, LLC, its General Partner | |
| By: | /S/ CHRISTOPHER S. GAFFNEY | |
| Name: | Christopher S. Gaffney* | |
| Title: | A Manager | |
| GHP III, LLC | ||
| By: | /S/ CHRISTOPHER S. GAFFNEY | |
| 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/ CHRISTOPHER S. GAFFNEY | |
| Name: | Christopher S. Gaffney* | |
| Title: | A Manager | |
13
| GREAT HILL PARTNERS GP IV, L.P. | ||
| By: | GHP IV, LLC, its General Partner | |
| By: | /S/ CHRISTOPHER S. GAFFNEY | |
| Name: | Christopher S. Gaffney* | |
| Title: | A Manager | |
| GHP IV, LLC | ||
| By: | /S/ CHRISTOPHER S. GAFFNEY | |
| Name: | Christopher S. Gaffney* | |
| Title: | A Manager | |
/S/ CHRISTOPHER S. GAFFNEY | ||
| Name: | Christopher S. Gaffney* | |
/S/ JOHN G. HAYES | ||
| Name: | John G. Hayes* | |
/S/ MATTHEW T. VETTEL | ||
| Name: | Matthew T. Vettel* | |
| *By: | /S/ LAURIE T. GERBER | |
| Name: | Laurie T. Gerber | |
| Title: | Attorney in fact | |
14
