Edgar Filing: Backus John C

Ownership Submission

FORM 4

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

NEW ATLANTIC VENTURE FUND III L P

2. Issuer Name and Ticker or Trading Symbol
HealthWarehouse.com, Inc. [HEWA]

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)

11911 FREEDOM DRIVE, SUITE 1080

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2011

(Street)

RESTON, VA 20190

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/03/2011		P⁽¹⁾		408,798 ⁽²⁾	A	$ 3.5	1,956,941	D
Common Stock	08/03/2011		P⁽¹⁾		4,585 ⁽³⁾	A	$ 3.5	21,947	D
Common Stock	08/03/2011		P⁽¹⁾		15,189 ⁽⁴⁾	A	$ 3.5	72,708	D
Common Stock	08/03/2011		P⁽¹⁾		423,987	A	$ 3.5	2,029,649	I	See Footnote ⁽⁵⁾
Common Stock	08/03/2011		P⁽¹⁾		428,572	A	$ 3.5	2,051,596	I	See Footnote ⁽⁶⁾
Common Stock	08/03/2011		P⁽¹⁾		428,572	A	$ 3.5	2,051,596	I	See Footnote ⁽⁷⁾
Common Stock	08/03/2011		P⁽¹⁾		423,987	A	$ 3.5	2,029,649	I	See Footnote ⁽⁸⁾
Common Stock	08/03/2011		P⁽¹⁾		423,987	A	$ 3.5	2,029,649	I	See Footnote ⁽⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
NEW ATLANTIC VENTURE FUND III L P 11911 FREEDOM DRIVE, SUITE 1080 RESTON, VA 20190		X
NAV MANAGERS FUND LLC 11911 FREEDOM DRIVE, SUITE 1080 RESTON, VA 20190				Member of 10% Group
NEW ATLANTIC ENTREPRENEUR FUND III LP 11911 FREEDOM DRIVE, SUITE 1080 RESTON, VA 20190				Member of 10% Group
NEW ATLANTIC FUND III LLC 11911 FREEDOM DRIVE, SUITE 1080 RESTON, VA 20190		X
Backus John C 11911 FREEDOM DRIVE, SUITE 1080 RESTON, VA 20190	X	X
Hixon Todd L 11911 FREEDOM DRIVE, SUITE 1080 RESTON, VA 20190		X
Johnson Scott M 11911 FREEDOM DRIVE, SUITE 1080 RESTON, VA 20190		X
Delistathis Thanasis 11911 FREEDOM DRIVE, SUITE 1080 RESTON, VA 20190		X

Signatures

/s/ John C. Backus, Managing Member, New Atlantic Fund III, LLC (General Partner) for New Atlantic Venture Fund III, L.P.		08/05/2011
^**Signature of Reporting Person		Date
/s/ Todd L. Hixon, Member for NAV Managers Fund, LLC		08/05/2011
^**Signature of Reporting Person		Date
/s/ John C. Backus, Managing Member, New Atlantic Fund III, LLC (General Partner) for New Atlantic Entrepreneur Fund III, L.P.		08/05/2011
^**Signature of Reporting Person		Date
/s/ John C. Backus, Managing Member for New Atlantic Fund III, LLC		08/05/2011
^**Signature of Reporting Person		Date
/s/ John C. Backus		08/05/2011
^**Signature of Reporting Person		Date
/s/ Todd L. Hixon		08/05/2011
^**Signature of Reporting Person		Date
/s/ Scott M. Johnson		08/05/2011
^**Signature of Reporting Person		Date
/s/ Thanasis Delistathis		08/05/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On August 3, 2011, New Atlantic Venture Fund III, L.P., NAV Managers Fund, LLC and New Atlantic Entrepreneur Fund, L.P. purchased directly from the Issuer, 408,798, 4,585 and 15,189 shares of the Issuer's Common Stock, respectively.
(2)	Represents shares owned directly by New Atlantic Venture Fund III, L.P. ("Fund III").
(3)	Represents shares owned directly by NAV Managers Fund, LLC ("NAV LLC").
(4)	Represents shares owned directly by New Atlantic Entrepreneur Fund, L.P. ("Entrepreneur Fund").
(5)	Represents shares of Common Stock held indirectly by New Atlantic Fund III, LLC (the "General Partner"), the General Partner of Fund III and Entrepreneur Fund.
(6)	Represents 1,956,941 shares of Common Stock held indirectly by Mr. Backus in Fund III, 72,708 shares of Common Stock held indirectly by Mr. John Backus in Entrepreneur Fund, and 21,947 shares of Common Stock held indirectly by Mr. Backus in NAV LLC.
(7)	Represents 1,956,941 shares of Common Stock held indirectly by Mr. Hixon in Fund III, 72,708 shares of Common Stock held indirectly by Mr. Todd Hixon in Entrepreneur Fund, and 21,947 shares of Common Stock held indirectly by Mr. Hixon in NAV LLC.
(8)	Represents 1,956,941 shares of Common Stock held indirectly by Mr. Johnson in Fund III, and 72,708 shares of Common Stock held indirectly by Mr. Scott Johnson in Entrepreneur Fund.
(9)	Represents 1,956,941 shares of Common Stock held indirectly by Mr. Delistathis in Fund III, and 72,708 shares of Common Stock held indirectly by Mr. Thanasis Delistathis in Entrepreneur Fund.
Remarks: This is a joint filing by (i) New Atlantic Venture Fund III, L.P., a Delaware limited partnership ("Fund III"), (ii) NAV Managers Fund, LLC, a Delaware limited liability company ("NAV LLC"), an affiliate of Fund III which is member managed, (iii) New Atlantic Entrepreneur Fund III, L.P., a Delaware limited partnership ("Entrepreneur Fund"), an affiliate of Fund III, (iv) New Atlantic Fund III, LLC, a Delaware limited liability company ("General Partner"), the general partner of Fund III and Entrepreneur Fund; (v) John C. Backus, a United States citizen ("Backus"), (vi) Todd L. Hixon ("Hixon"), a United States citizen, (vii) Scott M. Johnson ("Johnson"), a United States citizen and (viii) Thanasis Delistathis ("Delistathis"), a United States citizen. Messrs. Backus, Hixon, Johnson and Delistathis are the managing members of the General Partner. Mr. Hixon and Mr. Backus, as trustee of the John C. Backus, Jr. Irrevocable Trust, are members of NAV LLC. Messrs. Backus, Hixon, Johnson and Delistathis, share voting and investment control over all securities owned by Fund III, Entrepreneur Fund and the General Partner. The John C. Backus, Jr. Irrevocable Trust, John C. Backus, Trustee and Todd Hixon share voting and investment control over the securities owned by NAV LLC. Each of Messrs. Backus, Hixon, Johnson and Delistathis disclaim beneficial ownership of the shares held directly by Fund III, the General Partner and Entrepreneur Fund except to the extent of their pecuniary interest therein. Messrs. Backus and Hixon disclaim beneficial ownership of the shares held directly by NAV LLC, except to the extent of their pecuniary interest therein. The General Partner disclaims beneficial ownership of shares held directly by Fund III and Entrepreneur Fund except to the extent of its pecuniary interest therein.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.