Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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).
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