FORM 4
[ X ] 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
                                                                                  
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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 *

MARTIN RICHARD O
2. Issuer Name and Ticker or Trading Symbol

Pet DRx CORP [ VETS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
_____ Officer (give title below)      __ X __ Other (specify below)
Frm. Dir.; resign eff. 7/1/10
(Last)          (First)          (Middle)

8000 TOWERS CRESCENT DRIVE, SUITE 1300
3. Date of Earliest Transaction (MM/DD/YYYY)

7/1/2010
(Street)

VIENNA, VA 22182
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. 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)
Code V Amount (A) or (D) Price
Common Stock   7/1/2010     M    5274   A $0   5274   D  
 
Common Stock   7/1/2010     S    5274   D $.3352   (1) 0   D  
 

Table II - Derivative Securities 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 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 of Derivative Security: 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
Stock Option (right to buy)   $.1352   (2) 7/1/2010     M         39000      (3) 3/18/2019   Common Stock   5274   $0   0   D  
 

Explanation of Responses:
( 1)  The per share purchase price of the common stock of Pet DRx Corproation of $0.33523 (the "Per Share Purchase Price") was determined in connection with that certain Stock Purchase Agreement, dated as of June 2, 2010, by and among Snow Merger Acquisition, Inc., VCA Antech, Inc., Harry L. Zimmerman, an individual in his capacity as the sellers' representative, and those parties listed as a seller on the signature pages thereto.
( 2)  The stock option exercise price shown above equals the difference between (i) the Per Share Purchase Price and (ii) the per-share exercise price pursuant to the terms of the stock option, which is $0.20.
( 3)  33.33% of the options vested immediately upon the date of grant, and 2.78% vest ratably each month thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MARTIN RICHARD O
8000 TOWERS CRESCENT DRIVE
SUITE 1300
VIENNA, VA 22182



Frm. Dir.; resign eff. 7/1/10

Signatures
/s/ Richard O. Martin 7/2/2010
** 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.
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