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 *

Kumin Michael Andrew 		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                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O GREAT HILL PARTNERS, ONE LIBERTY SQUARE 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/15/2014
(Street)

BOSTON, MA 02109
(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   8/15/2014     U    20630   D $8.00   0   D    

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
Option to purchase common stock   $7.15   8/18/2014   8/18/2014   D         10000      (1)   (1) Common Stock   10000     (1) 0   D    
Option to purchase common stock   $3.75   8/18/2014   8/18/2014   D         15000      (1)   (1) Common Stock   15000     (1) 0   D    

Explanation of Responses:
( 1)  On August 18, 2014, in connection with the acquisition of the Issuer by The Kroger Co. ("Kroger") at a price of $8.00 per share of common stock, net to the holder thereof in cash (the "Offer Price"), each option was canceled in accordance with the terms of the Agreement and Plan of Merger, dated July 1, 2014, by and among the Issuer, Kroger and Vigor Acquisition Corp., a wholly-owned subsidiary of Kroger. Each canceled option was converted automatically into the right to receive an amount of cash, without interest, equal to the product obtained by multiplying (x) the aggregate number of shares of common stock that were issuable upon exercise of such option immediately prior to the effective time of the merger and (y) the Offer Price, less the per share exercise price of such option.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kumin Michael Andrew
C/O GREAT HILL PARTNERS
ONE LIBERTY SQUARE
BOSTON, MA 02109 		X X


Signatures
/s/ Laurie T. Gerber, as attorney-in-fact for Michael A. Kumin 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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