SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Smith Michael A
(Last) (First) (Middle)
C/O PETIQ, INC.
230 E. RIVERSIDE DR.
(Street)
EAGLE ID 83616
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PetIQ, Inc. [ PETQ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
PRESIDENT & COO
3. Date of Earliest Transaction (Month/Day/Year)
10/24/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Class A Common Stock 10/25/2024 D(1) 88,808 D (2) 0 D
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (3) 10/24/2024 A 28,357 (4) (4) Class A Common Stock 28,357 $0 28,357 D
Restricted Stock Unit (3) 10/25/2024 D(1) 1,753 (5) (5) Class A Common Stock 1,753 (6) 0 D
Restricted Stock Unit (3) 10/25/2024 D(1) 6,250 (7) (7) Class A Common Stock 6,250 (6) 0 D
Restricted Stock Unit (3) 10/25/2024 D(1) 11,905 (8) (8) Class A Common Stock 11,905 (6) 0 D
Restricted Stock Unit (3) 10/25/2024 D(1) 51,725 (9) (9) Class A Common Stock 51,725 (6) 0 D
Restricted Stock Unit (3) 10/25/2024 D(1) 150,000 (10) (10) Class A Common Stock 150,000 (6) 0 D
Restricted Stock Unit (3) 10/25/2024 D(1) 47,835 (11) (11) Class A Common Stock 47,835 (6) 0 D
Restricted Stock Unit (3) 10/25/2024 D(1) 28,357 (4) (4) Class A Common Stock 28,357 (6) 0 D
Employee Stock Option (right to buy) $26.76 10/25/2024 D(1) 61,530 (12) 05/30/2029 Class A Common Stock 61,530 (13) 0 D
Employee Stock Option (right to buy) $19.49 10/25/2024 D(1) 9,483 (12) 03/12/2030 Class A Common Stock 9,483 (13) 0 D
Explanation of Responses:
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.
/s/ Patrick Jones, by power of attorney 10/25/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
PetIQ (NASDAQ:PETQ)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more PetIQ Charts.
PetIQ (NASDAQ:PETQ)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more PetIQ Charts.