Statement of Beneficial Ownership

---

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C.  20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

Vitacost.com, Inc.

(Name of Issuer)

 

Common Stock

 

(Title of Class of Securities)

 

092847A20 0

 

(CUSIP Number)

 

December 31, 2009

 

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨        Rule 13d-1(b)

¨        Rule 13d-(c)

x       Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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 (“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).

 

 

 

---

 

CUSIP No.:      092847A20 0

 

1)	Names of Reporting Persons

 

Allen S. Josephs

 

2)	Check the Appropriate Box if a Member of a Group

 

(a)       ¨

(b)       ¨

 

3)	SEC Use Only

 

4)

Citizenship or Place of Organization

USA

 

Number of	5)	Sole Voting Power	609,000*
Shares
Beneficially	6)	Shared Voting Power	1,958,285**
Owned
by Each	7)	Sole Dispositive Power	609,000*
Reporting
Person With	8)	Shared Dispositive Power	1,958,285**

9)	Aggregate Amount Beneficially Owned by Each Reporting Person               2,567,285*

 

10)	Check if the Aggregate Amount in Row (9) Excludes Certain Shares

 

11)	Percent of Class Represented by Amount in Row (9)            9.1%

 

12)	Type of Reporting Person            IN

 

*            Consists of options to purchase 609,000 shares of common stock of the Issuer.

 

**          Consists of 1,657,485 shares of common stock of the Issuer owned directly by the Josephs Family Limited Partnership and 300,800 shares owned directly by the Josephs Grantor Retained Annuity Trust.

 

2

---

 

Item 1(a)

Name of Issuer:

 

Vitacost.com, Inc.

 

Item 1(b)

Address of Issuer’s Principal Executive Offices:

 

5400 Broken Sound Blvd., NW

Suite 500

Boca Raton, FL  33487

 

Item 2(a)

Name of Person Filing:

 

Allen S. Josephs

 

Item 2(b)

Address of Principal Business Office or, if none, Residence:

 

21090 Las Brisas

Boca Raton, FL 33433

 

Item 2(c)

Citizenship:

 

USA

 

Item 2(d)

Title of Class of Securities:

 

Common Stock

 

Item 2(e)  CUSIP Number:

 

092847A20 0

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

 

	(a)	o	Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o)
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)
	(c)	o	Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)
	(d)	¨	Investment Company registered under section 8 of the Investment Company Act of 1940 (U.S.C. 80a-8)

(e)

¨

Investment Adviser in accordance with §240.13d-1(b)(1)(ii)(E)

(f)

¨

Employee Benefit Plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F)

(g)

¨

Parent Holding Company or control person in accordance with §240.13d-1(b)(1)(ii)(G)

(h)

¨

savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

(i)

¨

church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)

(j)

¨

Group, in accordance with § 240.13d-1(b)(1)(ii)(J)

 

3

---

 

Item 4.  Ownership

 

(a)           Amount Beneficially Owned:

 

2,567,285*

 

(b)          Percent of Class:

 

Based on calculations made in accordance with Rule 13d-3(d), and there being 27,488,353 shares of common stock of the Issuer outstanding as of October 31, 2009 as reported in the Issuer’s Form 10-Q (File No. 001-34468) filed with the Securities and Exchange Commission on November 16, 2009, the Reporting Person beneficially owns approximately 9.1% of the outstanding shares of the Issuer’s common stock.

 

(c)          Number of shares as to which such person has:

 

(i)	sole power to vote or to direct the vote	609,000*
(ii)	shared power to vote or to direct the vote	1,958,285*
(iii)	sole power to dispose or to direct the disposition of	609,000*
(iv)	shared power to dispose or to direct the disposition of	1,958,285*

 

*	Sole Voting/Dispositive Power: Consists of options to purchase 609,000 shares of common stock of the Issuer.

 

Shared Voting/Dispositive Power: Consists of 1,657,485 shares of common stock of the Issuer owned directly by the Josephs Family Limited Partnership and 300,800 shares owned directly by the Josephs Grantor Retained Annuity Trust.

 

Item 5.  Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o .

 

Item 6.   Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not applicable

 

Item 8.   Identification and Classification of Members of the Group

 

Not applicable

 

Item 9.   Notice of Dissolution of Group

 

Not applicable

 

4

---

 

Item 10.  Certification

 

Signature .

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date:    February 10, 2010

 

Signature:

 

/s/
Allen S. Josephs

 

 

5

---