Edgar Filing: Richardson Kevin A II

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 ^*

Prides Capital Partners, LLC

2. Issuer Name and Ticker or Trading Symbol
EDIETS COM INC [DIET]

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)

200 STATE STREET, 13TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
10/04/2011

(Street)

BOSTON, MA 02109

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	10/04/2011		P		6,200	A	$ 1.23	1,063,414 ⁽¹⁾	D ⁽²⁾
Common Stock	10/05/2011		P		23,500	A	$ 1.23	1,086,914 ⁽¹⁾	D ⁽²⁾
Common Stock								7,484,878 ⁽¹⁾	I	See Footnote ⁽³⁾

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

Stock Option (Right to Buy)

$ 30.15 ⁽⁷⁾

⁽⁴⁾

01/02/2013

Common Stock

5,431 ⁽⁷⁾

D ⁽²⁾ ⁽⁵⁾

Stock Option (Right to Buy)

$ 16.85 ⁽⁷⁾

⁽⁴⁾

01/02/2014

Common Stock

9,718 ⁽⁷⁾

D ⁽²⁾ ⁽⁵⁾

Stock Option (Right to Buy)

$ 4.72 ⁽⁷⁾

⁽⁸⁾

06/24/2019

Common Stock

5,000 ⁽⁷⁾

D ⁽²⁾ ⁽⁵⁾

Stock Option (Right to Buy)

$ 7.65 ⁽⁷⁾

⁽⁹⁾

11/19/2019

Common Stock

5,000 ⁽⁷⁾

D ⁽²⁾ ⁽⁵⁾

Stock Option (Right to Buy)

$ 6.95 ⁽⁷⁾

⁽⁴⁾

01/04/2020

Common Stock

16,591 ⁽⁷⁾

D ⁽²⁾ ⁽⁵⁾

Stock Option (Right to Buy)

$ 5 ⁽⁷⁾

⁽¹⁰⁾

08/23/2020

Common Stock

5,000 ⁽⁷⁾

D ⁽²⁾ ⁽⁵⁾

Stock Option (Right to Buy)

$ 2.85 ⁽⁷⁾

⁽⁴⁾

03/15/2021

Common Stock

40,000 ⁽⁷⁾

D ⁽²⁾ ⁽⁵⁾

Stock Option (Right to Buy)

$ 18.95 ⁽⁷⁾

⁽⁴⁾

04/02/2012

Common Stock

8,926 ⁽⁷⁾

See Footnote ⁽⁶⁾

Warrant for the Purchase of Common Stock

$ 6 ⁽⁷⁾

07/15/2009

07/15/2019

Common Stock

27,000 ⁽⁷⁾

D ⁽²⁾

Warrant for the Purchase of Common Stock

$ 1.7675 ⁽⁷⁾

02/07/2011

02/07/2014

Common Stock

193,940 ⁽⁷⁾

D ⁽²⁾

Warrant for the Purchase of Common Stock

$ 6 ⁽⁷⁾

⁽⁴⁾

⁽¹¹⁾

Common Stock

241,931 ⁽⁷⁾

See Footnote ⁽⁶⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Prides Capital Partners, LLC 200 STATE STREET 13TH FLOOR BOSTON, MA 02109	X	X
Richardson Kevin A II 200 STATE STREET 13TH FLOOR BOSTON, MA 02109	X	X

Signatures

Prides Capital Partners, LLC		10/06/2011
^**Signature of Reporting Person		Date
Kevin A. Richardson, II		10/06/2011
^**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)	The total number of common shares reflect a 1-for-5 reverse stock split, effective 06/01/2011.
(2)	Owned directly by Kevin A. Richardson, II.
(3)	The shares of Common Stock reported herein are owned directly by Prides Capital Fund I, L.P. Because Prides Capital Partners, L.L.C. is the general partner of Prides Capital Fund I, L.P., Prides Capital Partners, L.L.C. may be deemed to be the beneficial owner of shares owned by such entity. Because Kevin A. Richardson, II is the controlling member of Prides Capital Partners, L.L.C., he may be deemed to be the beneficial owner of shares deemed to be beneficially owned by such entity. Each of Prides Capital Partners, L.L.C., Prides Capital Fund I, L.P, and Kevin A. Richardson, II disclaim beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
(4)	These options or warrants are immediately exercisable.
(5)	The options reported herein are owned directly by Kevin A. Richardson II. Mr. Richardson is deemed to hold the options for the benefit of Prides Capital Fund I, L.P. and may exercise the options solely upon the direction of Prides Capital Fund I, L.P., which is entitled to the shares issued upon exercise. Because Prides Capital Partners, L.L.C. is the general partner of Prides Capital Fund I, L.P., Prides Capital Partners, L.L.C. may be deemed to be the beneficial owner of options owned by such entity. Each of Prides Capital Partners, L.L.C., Prides Capital Fund I, L.P, and Kevin A. Richardson, II disclaim beneficial ownership of these options, except to the extent of any pecuniary interest therein.
(6)	The options or warrants reported herein are owned directly by Prides Capital Fund I, L.P. Because Prides Capital Partners, L.L.C. is the general partner of Prides Capital Fund I, L.P., Prides Capital Partners, L.L.C. may be deemed to be the beneficial owner of options and warrants owned by such entity. Because Kevin A. Richardson, II is the controlling member of Prides Capital Partners, L.L.C., he may be deemed to be the beneficial owner of options or warrants deemed to be beneficially owned by such entity. Each of Prides Capital Partners, L.L.C., Prides Capital Fund I, L.P, and Kevin A. Richardson, II disclaim beneficial ownership of these options and warrants, except to the extent of any pecuniary interest therein.
(7)	The total number of options or warrants and exercise price reflect a 1-for-5 reverse stock split, effective 06/01/2011.
(8)	These options vest over a three-year period and are exercisable according to the following vesting schedule: 1,650 beginning on June 24, 2010, 1,650 beginning on June 24, 2011 and 1,700 beginning on June 24, 2012.
(9)	These options vest over a three-year period and are exercisable according to the following vesting schedule: 1,650 beginning on November 19, 2010, 1,650 beginning on November 19, 2011 and 1,700 beginning on November 19, 2012.
(10)	These options vest over a three-year period and are exercisable according to the following vesting schedule: 1,650 beginning on August 23, 2011, 1,650 beginning on August 23, 2012 and 1,700 beginning on August 23, 2013.
(11)	A warrant to purchase 18,000 shares of common stock expires on September 11, 2019. A warrant to purchase 133,017 shares of common stock expires on October 22, 2019. A warrant to purchase 90,914 shares of common stock expires on November 12, 2019.
Remarks: Kevin A. Richardson, II has been deputized by Prides Capital Partners, L.L.C. to serve on the Issuer's board of directors, and therefore Prides Capital Partners, L.L.C. and each of the other Reporting Persons also is a director of the Issuer for purposes of Section 16 of the Securities Exchange Act of 1934.

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.