McCord Christensen - 24 Oct 2024 Form 4 Insider Report for PetIQ, Inc. (PETQ)

Role
Chief Executive Officer, Director
Signature
/s/ Patrick Jones, by power of attorney
Issuer symbol
PETQ
Transactions as of
24 Oct 2024
Transactions value $
$0
Form type
4
Filing time
28 Oct 2024, 14:31:39 UTC
Previous filing
14 Mar 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PETQ Class A Common Stock Conversion of derivative security +114K 114K 25 Oct 2024 See Footnote F1, F2
transaction PETQ Class A Common Stock Disposed to Issuer -146K -100% 0 25 Oct 2024 Direct F3, F4
transaction PETQ Class A Common Stock Disposed to Issuer -114K -100% 0 25 Oct 2024 See Footnote F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PETQ Restricted Stock Unit Award $0 +80.8K $0.00 80.8K 24 Oct 2024 Class A Common Stock 80.8K Direct F5, F6
transaction PETQ Class B Common Stock Conversion of derivative security $0 -114K -100% $0.00 0 25 Oct 2024 Class A Common Stock 114K See Footnote F1, F2
transaction PETQ Restricted Stock Unit Disposed to Issuer -6.66K -100% 0 25 Oct 2024 Class A Common Stock 6.66K Direct F3, F5, F7, F8
transaction PETQ Restricted Stock Unit Disposed to Issuer -45.2K -100% 0 25 Oct 2024 Class A Common Stock 45.2K Direct F3, F5, F8, F9
transaction PETQ Restricted Stock Unit Disposed to Issuer -147K -100% 0 25 Oct 2024 Class A Common Stock 147K Direct F3, F5, F8, F10
transaction PETQ Restricted Stock Unit Disposed to Issuer -136K -100% 0 25 Oct 2024 Class A Common Stock 136K Direct F3, F5, F8, F11
transaction PETQ Restricted Stock Unit Disposed to Issuer -80.8K -100% 0 25 Oct 2024 Class A Common Stock 80.8K Direct F3, F5, F6, F8
transaction PETQ Employee Stock Option (right to buy) Disposed to Issuer -92.4K -100% 0 25 Oct 2024 Class A Common Stock 92.4K $16.00 Direct F3, F12, F13
transaction PETQ Employee Stock Option (right to buy) Disposed to Issuer -150K -100% 0 25 Oct 2024 Class A Common Stock 150K $24.97 Direct F3, F12, F13
transaction PETQ Employee Stock Option (right to buy) Disposed to Issuer -37.9K -100% 0 25 Oct 2024 Class A Common Stock 37.9K $27.73 Direct F3, F12, F13
transaction PETQ Employee Stock Option (right to buy) Disposed to Issuer -45.4K -100% 0 25 Oct 2024 Class A Common Stock 45.4K $19.49 Direct F3, F12, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

McCord Christensen is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date.
F2 The reportable securities are held by Christensen Ventures ("Ventures"). Mr. Christensen is the manager of Ventures and exercises voting and investment control over all shares held by Ventures.
F3 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.
F4 Pursuant to a rollover agreement, immediately prior to the effective time of the Merger (the "Effective Time"), the reporting person contributed 259,701 shares of Class A Common Stock held directly and indirectly 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 share of Class A Common Stock was cancelled and exchanged for $31.00 per share.
F5 Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock.
F6 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.
F7 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.
F8 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.
F9 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.
F10 The RSUs vested or 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.
F11 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.
F12 Fully vested and exercisable.
F13 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.