Great Hill Investors, LLC
Great Hill Equity Partners III, L.P.
Great Hill Equity Partners IV, L.P.
c/o Great Hill Partners, LLC
One Liberty Square
Boston, MA 02109
May 17, 2010
VIA EDGAR TRANSMISSION
Daniel F. Duchovny, Esq.
Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3628
| Re: | Vitacost.com, Inc. | |
| Preliminary Proxy Statement | ||
| Filed May 11, 2010 by Great Hill Investors, LLC, Great Hill Equity Partners III, L.P. and Great Hill Equity Partners IV, L.P. | ||
| File No. 001-34468 | ||
Dear Mr. Duchovny:
In response to your request in the letter dated May 13, 2010 relating to the above-referenced filing on Schedule 14A, Great Hill Investors, LLC, Great Hill Equity Partners III, L.P. and Great Hill Equity Partners IV, L.P. (collectively, “Great Hill”) hereby acknowledge the following:
| 1. | Great Hill is responsible for the adequacy and accuracy of the disclosure in Great Hill’s filing; |
| 2. | Comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and |
| 3. | Great Hill may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
* * *
Daniel F. Duchovny, Esq.
May 17, 2010
Page 2
Very truly yours,
| GREAT HILL INVESTORS, LLC | ||
| By: | /S/ CHRISTOPHER S. GAFFNEY | |
| Name: | Christopher S. Gaffney* | |
| Title: | A Manager | |
| GREAT HILL EQUITY PARTNERS III, L.P.
by: Great Hill Partners GP III, L.P., its general partner by: GHP III, LLC, its general partner | ||
| By: | /S/ CHRISTOPHER S. GAFFNEY | |
| Name: | Christopher S. Gaffney* | |
| Title: | A Manager | |
| GREAT HILL EQUITY PARTNERS IV, L.P.
by: Great Hill Partners GP IV, L.P., its general partner by: GHP IV, LLC, its general partner | ||
| By: | /S/ CHRISTOPHER S. GAFFNEY | |
| Name: | Christopher S. Gaffney* | |
| Title: | A Manager | |
| *By: | /S/ LAURIE T. GERBER | |
| Name: | Laurie T. Gerber | |
| Title: | Attorney in fact | |
| cc: | Richard J. Grossman, Esq., Skadden, Arps, Slate, Meagher & Flom LLP |