PetIQ Inc.
10/28/2024 | Press release | Distributed by Public on 10/28/2024 12:38
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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(e.g., puts, calls, warrants, options, convertible securities)
| 1. Title of Derivate Security | 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 | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
| Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Smith Michael A C/O PETIQ, INC. 230 E. RIVERSIDE DR. EAGLE, ID83616 |
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PRESIDENT & COO |
Signatures
| /s/ Patrick Jones, by power of attorney | 2024-10-25 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| (*) | If the form is filed by more than one reporting person, see Instruction 5(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 October 25, 2024, Gula Merger Sub, Inc. ("Merger Sub") completed its merger (the "Merger") with and into the Issuer pursuant to the Agreement and Plan of Merger, dated as of August 7, 2024 (the "Merger Agreement"), by and among the Issuer, Gula Buyer Inc. ("Parent") and Merger Sub. |
| (2) | Pursuant to a rollover agreement, immediately prior to the effective time of the Merger (the "Effective Time"), the reporting person contributed 80,808 shares of Class A Common Stock held by the reporting person in exchange for a number of newly issued equity interests in a parent entity of Parent calculated pursuant to the rollover agreement, with each share of the Issuer's Class A Common Stock valued at $31.00 per share. At the Effective Time, the remaining shares of Class A Common Stock were cancelled and exchanged for $31.00 per share. |
| (3) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. |
| (4) | The RSUs will vest in approximately equal installments on each of the first four anniversaries of October 24, 2024, subject to the reporting person's continuous service as an employee of the Issuer. |
| (5) | The RSUs vested or will vest in approximately equal installments on each of the first four anniversaries of March 1, 2021, subject to the reporting person's continuous service as an employee of the Issuer. |
| (6) | At the Effective Time, each unvested RSU was cancelled and converted solely into the right to receive a cash payment of $31.00 per share of Class A Common Stock subject to such unvested RSU, subject to the terms and conditions of the Merger Agreement. |
| (7) | The RSUs vested or will vest in approximately equal installments on each of the first four anniversaries of May 7, 2021, subject to the reporting person's continuous service as an employee of the Issuer. |
| (8) | The RSUs vested or will vest in approximately equal installments on each of the first four anniversaries of February 25, 2022, subject to the reporting person's continuous service as an employee of the Issuer. |
| (9) | The RSUs will vest in approximately equal installments on each of the first four anniversaries of March 2, 2023, subject to the reporting person's continuous service as an employee of the Issuer. |
| (10) | The RSUs vested or will vest in approximately equal installments on each of the first four anniversaries of August 1, 2023, subject to the reporting person's continuous service as an employee of the Issuer. |
| (11) | The RSUs will vest in approximately equal installments on each of the first four anniversaries of March 1, 2024, subject to the reporting person's continuous service as an employee of the Issuer. |
| (12) | Fully vested and exercisable. |
| (13) | At the Effective Time, each option was cancelled and converted solely into the right to receive a cash payment equal to $31.00 per option share minus the per share exercise price of the of the option, subject to the terms and conditions of the Merger Agreement. |