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Filing Details

Accession Number:: 0001209191-11-052776
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-10-26 18:59:36
Reporting Period:: 2011-10-17

Filing Date:: 2011-10-26
Accepted Time:: 2011-10-26 18:59:36
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
754813	Healthwarehouse.com Inc.	HEWA	Retail-Drug Stores And Proprietary Stores (5912)	222413505

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1362651	C John Backus	11911 Freedom Drive Suite 1080 Reston VA 20190	No	No	Yes	No
1372004	P L Iii Fund Venture Atlantic New	11911 Freedom Drive Suite 1080 Reston VA 20190	Yes	No	Yes	No
1403951	New Atlantic Entrepreneur Fund Iii Lp	11911 Freedom Drive Suite 1080 Reston VA 20190	No	No	No	Yes
1422350	Nav Managers Fund Llc	11911 Freedom Drive Suite 1080 Reston VA 20190	No	No	No	Yes
1422519	New Atlantic Fund Iii Llc	11911 Freedom Drive Suite 1080 Reston VA 20190	No	No	Yes	No
1504806	M Scott Johnson	11911 Freedom Drive Suite 1080 Reston VA 20190	No	No	Yes	No
1504832	L Todd Hixon	11911 Freedom Drive Suite 1080 Reston VA 20190	No	No	Yes	No
1504834	Thanasis Delistathis	11911 Freedom Drive Suite 1080 Reston VA 20190	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Series C Non Convertible Preferred Stock	Acquisiton	2011-10-17	9,539	$100.00	9,539	No	4	P	Direct
Series C Non Convertible Preferred Stock	Acquisiton	2011-10-17	354	$100.00	354	No	4	P	Direct
Series C Non Convertible Preferred Stock	Acquisiton	2011-10-17	107	$100.00	107	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	P	Direct
No	4	P	Direct
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrant to Purchase Common Stock (Right to buy)	Acquisiton	2011-10-17	257,544	$0.00	257,544	$2.90
Common Stock	Warrant to Purchase Common Stock (Right to buy)	Acquisiton	2011-10-17	9,568	$0.00	9,568	$2.90
Common Stock	Warrant to Purchase Common Stock (Right to buy)	Acquisiton	2011-10-17	2,888	$0.00	2,888	$2.90

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
257,544	No	4	A	Direct
9,568	No	4	A	Direct
2,888	No	4	A	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Series C Non Convertible Preferred Stock	9,893	Indirect	See Footnote
Series C Non Convertible Preferred Stock	10,000	Indirect	See Footnote
Series C Non Convertible Preferred Stock	10,000	Indirect	See Footnote
Series C Non Convertible Preferred Stock	9,893	Indirect	See Footnote
Series C Non Convertible Preferred Stock	9,893	Indirect	See Footnote

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Warrant to Purchase Common Stock (Right to buy)	$0.00	267,112	267,112	Indirect
Common Stock	Warrant to Purchase Common Stock (Right to buy)	$0.00	270,000	270,000	Indirect
Common Stock	Warrant to Purchase Common Stock (Right to buy)	$0.00	270,000	270,000	Indirect
Common Stock	Warrant to Purchase Common Stock (Right to buy)	$0.00	267,112	267,112	Indirect
Common Stock	Warrant to Purchase Common Stock (Right to buy)	$0.00	267,112	267,112	Indirect

Amount	Remaning Holdings	Nature of Ownership
267,112	267,112	Indirect
270,000	270,000	Indirect
270,000	270,000	Indirect
267,112	267,112	Indirect
267,112	267,112	Indirect

Footnotes

On October 17, 2011, New Atlantic Venture Fund III, L.P, a Delaware limited partnership ("Fund III"), New Atlantic Entrepreneur Fund, L.P., a Delaware limited partnership ("Entrepreneur Fund") and NAV Managers Fund, LLC, a Delaware limited liability company ("Managers Fund") acquired, in the aggregate, 10,000 shares of Series C Non Convertible Preferred Stock ("Preferred Stock") of the Issuer in a directly negotiated transaction at an aggregate purchase price of $1,000,000. Fund III purchased 9,539 shares of Preferred Stock of the Issuer, Entrepreneur Fund purchased 354 shares of Preferred Stock of the Issuer and Managers Fund purchased 107 shares of Preferred Stock of the Issuer.
Represents shares owned directly by Fund III.
Represents shares owned directly by Entrepreneur Fund.
Represents shares owned directly by Managers Fund.
Represents shares of Preferred Stock held indirectly by New Atlantic Fund III, LLC (the "General Partner"), the General Partner of Fund III and Entrepreneur Fund.
Represents 9539 shares of Preferred Stock held indirectly by Mr. Backus in Fund III, 354 shares of Preferred Stock held indirectly by Mr. John Backus in Entrepreneur Fund, and 107 shares of Preferred Stock held indirectly by Mr. Backus in Managers Fund.
Represents 9539 shares of Preferred Stock held indirectly by Mr. Hixon in Fund III, 354 shares of Preferred Stock held indirectly by Mr. Todd Hixon in Entrepreneur Fund, and 107 shares of Preferred Stock held indirectly by Mr. Hixon in Managers Fund.
Represents 9539 shares of Preferred Stock held indirectly by Mr. Johnson in Fund III, and 354 shares of Preferred Stock held indirectly by Mr. Scott Johnson in Entrepreneur Fund.
Represents 9539 shares of Preferred Stock held indirectly by Mr. Delistathis in Fund III, and 354 shares of Preferred Stock held indirectly by Mr. Thanasis Delistathis in Entrepreneur Fund.
In connection with the Preferred Stock Purchase, on October 17, 2011, Fund III received an immediately exercisable 5-year warrant to purchase 257,544 shares of Issuer's Common Stock, Entrepreneur Fund received a warrant to purchase 9,568 shares of Issuer's Common Stock and Managers Fund received a warrant to purchase 2,888 shares of Issuer's Common Stock (collectively, the "Warrants"). Each warrant is exercisable at a price of $2.90 per share.
Represents Warrants owned directly by Fund III.
Represents Warrants owned directly by Entrepreneur Fund.
Represents Warrants owned directly by Managers Fund.
Represents warrants owned indirectly by the General Partner.
Represents warrants owned indirectly by Mr. Backus.
Represents warrants owned indirectly by Mr. Hixon.
Represents warrants owned indirectly by Mr. Johnson.
Represents warrants owned indirectly by Mr. Delistathis.