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 *

GREAT HILL INVESTORS LLC 		2. Issuer Name and Ticker or Trading Symbol

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

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

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)

___ Form filed by One Reporting Person
_ X _ 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, $0.00001 par value per share   8/15/2014     U    18550   (1) (2) D $8.00   0   D    
Common Stock, $0.00001 par value per share   8/15/2014     U    4161898   (1) (3) D $8.00   0   I   See Footnotes  
Common Stock, $0.00001 par value per share   8/15/2014     U    2182265   (1) (4) D $8.00   0   I   See Footnotes  

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 to Purchase Common Stock   $7.04   8/15/2014   8/15/2014   X         939      (5)   (5) Common Stock   939     (5) 0   D    
Warrant to Purchase Common Stock   $7.04   8/15/2014   8/15/2014   X         210689      (6)   (6) Common Stock   210689     (6) 0   I   See Footnote  
Warrant to Purchase Common Stock   $7.04   8/15/2014   8/15/2014   X         110473      (7)   (7) Common Stock   110473     (7) 0   I   See Footnote  

Explanation of Responses:
( 1)  This report is filed jointly by Great Hill Investors, LLC ("GHI"), Great Hill Partners GP III, L.P. ("GHEPIIIGP"), Great Hill Equity Partners III, L.P. ("GHEP III"), GHP III, LLC ("GHPIII"), Great Hill Partners GP IV, L.P. ("GHEPIVGP"), Great Hill Equity Partners IV, L.P. ("GHEP IV"), GHP IV, LLC ("GHPIV"), Christopher S. Gaffney ("Gaffney"), John G. Hayes ("Hayes"), Michael A. Kumin ("Kumin"), Mark D. Taber ("Taber") and Matthew T. Vettel ("Vettel").
( 2)  These shares were tendered by GHI into the tender offer commenced by Vigor Acquisition Corp., a wholly-owned subsidiary of The Kroger Co., to purchase all of the issued and outstanding shares of common stock of the Issuer, at a purchase price of $8.00 per share, net to the holder thereof in cash, without interest thereon and subject to any required tax withholding (the "Offer"). Each of Gaffney, Hayes and Vettel may be deemed to indirectly beneficially own shares beneficially owned by GHI and disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
( 3)  These shares were tendered by GHEP III into the Offer. Each of Gaffney, Hayes, Kumin, Taber and Vettel, together with GHEPIIIGP and GHPIII, may be deemed to indirectly beneficially own shares beneficially owned by GHEP III and disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
( 4)  These shares were tendered by GHEP IV into the Offer. Each of Gaffney, Hayes, Kumin, Taber and Vettel, together with GHEPIVGP and GHPIV, may be deemed to indirectly beneficially own shares beneficially owned by GHEP IV and disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
( 5)  GHI disposed of this warrant on a net exercise basis, tendering 112.68 shares issuable upon exercise into the Offer. Each of Gaffney, Hayes and Vettel may be deemed to indirectly beneficially own shares beneficially owned by GHI and disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
( 6)  GHEP III disposed of this warrant on a net exercise basis, tendering 25,282.68 shares issuable upon exercise into the Offer. Each of Gaffney, Hayes, Kumin, Taber and Vettel, together with GHEPIIIGP and GHPIII, may be deemed to indirectly beneficially own shares beneficially owned by GHEP III and disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.
( 7)  GHEP IV disposed of this warrant on a net exercise basis, tendering 13,256.76 shares issuable upon exercise into the Offer. Each of Gaffney, Hayes, Kumin, Taber and Vettel, together with GHEPIVGP and GHPIV, may be deemed to indirectly beneficially own shares beneficially owned by GHEP IV and disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

Remarks:
There are two parts to this Form 4 filing because of the constraint of a maximum of ten filers in a jointly filed Form 4. Gaffney, Hayes, Kumin, Taber and Vettel will report the above dispositions on the second part of this Form 4 filing.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GREAT HILL INVESTORS LLC
ONE LIBERTY SQUARE
BOSTON, MA 02109
X

Great Hill Equity Partners III LP
ONE LIBERTY SQUARE
BOSTON, MA 02109
X

Great Hill Partners GP III, L.P.
ONE LIBERTY SQUARE
BOSTON, MA 02109
X

GHP III, LLC
ONE LIBERTY SQUARE
BOSTON, MA 02109
X

GREAT HILL EQUITY PARTNERS IV LP
ONE LIBERTY SQUARE
BOSTON, MA 02109
X

Great Hill Partners GP IV, L.P.
ONE LIBERTY SQUARE
BOSTON, MA 02109
X

GHP IV, LLC
ONE LIBERTY SQUARE
BOSTON, MA 02109
X


Signatures
/s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Investors, LLC 8/19/2014
** Signature of Reporting Person Date

/s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Equity Partners III, L.P. 8/19/2014
** Signature of Reporting Person Date

/s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Partners GP III, L.P. 8/19/2014
** Signature of Reporting Person Date

/s/ Laurie T. Gerber, as attorney-in-fact of GHP III, LLC 8/19/2014
** Signature of Reporting Person Date

/s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Equity Partners IV, L.P. 8/19/2014
** Signature of Reporting Person Date

/s/ Laurie T. Gerber, as attorney-in-fact of Great Hill Partners GP IV, L.P. 8/19/2014
** Signature of Reporting Person Date

/s/ Laurie T. Gerber, as attorney-in-fact of GHP IV, LLC 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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