FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ X ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported 		UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

OMB APPROVAL
OMB Number: 3235-0362
Expires: February 28, 2011
Estimated average burden
hours per response... 1.0
                      
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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WYNNEFIELD PARTNERS SMALL CAP VALUE LP

2. Issuer Name and Ticker or Trading Symbol

Pet DRx CORP [VETS]

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)

450 SEVENTH AVENUE,  SUITE 509

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2009 
(Street)

NEW YORK, NY 10123

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form Filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Amount (A) or (D) Price
Common Stock       3         3237246   D   (1) (2) (3) (4) (5) (6)  
Common Stock       3         3237246   I   See Footnotes   (3) (4) (5) (6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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
(MM/DD/YYYY) 		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 at End of Issuer's Fiscal Year
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  On the date hereof, Wynnefield Partners Small Cap Value, L.P., (the "Reporting Person") directly beneficially owns 990,689 shares of common stock, par value $.0001 per share ("Common Stock") of Pet DRx Corporation, 576,923 shares of Common Stock issuable upon the exercise of certain warrants, and approximately 27,551 shares of Common Stock issuable upon conversion of a Senior Convertible Note. Wynnefield Capital Management, LLC, as the sole general partner of the Reporting Person, has an indirect beneficial ownership interest in the shares of Common Stock and in the warrants that the Reporting Person directly beneficially owns.
( 2)  (continued from footnote 1) Wynnefield Capital Management, LLC, which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Nelson Obus and Joshua Landes as co-managing members of Wynnefield Capital Management, LLC, have an indirect beneficial ownership interest in the shares of Common Stock and in the warrants that the Reporting Person directly beneficially owns. Mr. Obus and Mr. Landes, who maintain offices at the same address as the Reporting Person, are filing this Form jointly with the Reporting Person (see remarks below).
( 3)  On the date hereof, the Reporting Person has an indirect beneficial ownership interest in 1,302,803 shares of Common Stock, 576,923 shares of Common Stock issuable upon the exercise of certain warrants, and approximately 27,551 shares of Common Stock issuable upon conversion of a Senior Convertible Note, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. I, as members of a group under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Wynnefield Partners Small Cap Value, L.P. I, which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person.
( 4)  (continued from footnote 3) Wynnefield Capital Management, LLC, as the sole general partner of Wynnefield Partners Small Cap Value, L.P. I, has an indirect beneficial ownership interest in the shares of Common Stock and in the warrants that Wynnefield Partners Small Cap Value L.P. I directly beneficially owns. Mr. Obus and Mr. Landes, as co-managing members of Wynnefield Capital Management, LLC, have an indirect beneficial ownership interest in the shares of Common Stock and in the warrants that Wynnefield Partners Small Cap Value L.P. I directly beneficially owns.
( 5)  On the date hereof, the Reporting Person has an indirect beneficial ownership interest in 943,754 shares of Common Stock, which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd., as members of a group under Section 13(d) of the Exchange Act. Wynnefield Small Cap Value Offshore Fund, Ltd., which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Wynnefield Capital, Inc. as the sole investment manager of Wynnefield Small Cap Value Offshore Fund, Ltd., has an indirect beneficial ownership interest in the shares of Common Stock and in the warrants that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns. Wynnefield Capital, Inc., which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person.
( 6)  (continued from footnote 5) Mr. Obus and Mr. Landes, as principal executive officers of Wynnefield Capital, Inc., have an indirect beneficial ownership interest in the shares of Common Stock and in the warrants that Wynnefield Small Cap Value Offshore Fund, Ltd. directly beneficially owns.

Remarks:
Mr. Obus and Mr. Landes disclaim beneficial ownership of the securities described in this statement, except to the extent of
their individual pecuniary interest in such securities. The filing of this statement shall not be deemed an admission that
Mr. Obus and Mr. Landes are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any
securities specified in this statement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WYNNEFIELD PARTNERS SMALL CAP VALUE LP
450 SEVENTH AVENUE
SUITE 509
NEW YORK, NY 10123
X

WYNNEFIELD PARTNERS SMALL CAP VALUE LP I
450 SEVENTH AVENUE
SUITE 509
NEW YORK, NY 10123
X

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD
450 SEVENTH AVE
STE 509
NEW YORK, NY 10123
X

WYNNEFIELD CAPITAL MANAGEMENT LLC
450 SEVENTH AVE
STE 509
NEW YORK, NY 10123
X

WYNNEFIELD CAPITAL INC
450 SEVENTH AVE
STE 509
NEW YORK, NY 10123
X

OBUS NELSON
450 SEVENTH AVE
STE 509
NEW YORK, NY 10123
X

LANDES JOSHUA
450 SEVENTH AVE
STE 509
NEW YORK, NY 10123
X


Signatures
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P., By: Wynnefield Capital Management, LLC, General Partner, /s/ Nelson Obus, Managing Member 6/10/2010
** Signature of Reporting Person Date

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I, By: Wynnefield Capital Management, LLC, General Partner, /s/ Nelson Obus, Managing Member 6/10/2010
** Signature of Reporting Person Date

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD., By: Wynnefield Capital, Inc., /s/ Nelson Obus, President 6/10/2010
** Signature of Reporting Person Date

WYNNEFIELD CAPITAL MANAGEMENT, LLC, /s/ Nelson Obus, Managing Member 6/10/2010
** Signature of Reporting Person Date

WYNNEFIELD CAPITAL, INC., /s/ Nelson Obus, President 6/10/2010
** Signature of Reporting Person Date

/s/ Nelson Obus, Individually 6/10/2010
** Signature of Reporting Person Date

/s/ Joshua Landes, Individually 6/10/2010
** 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 control number.
Pacer Military Times Bes... (NASDAQ:VETS)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Pacer Military Times Bes... Charts.
Pacer Military Times Bes... (NASDAQ:VETS)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Pacer Military Times Bes... Charts.