Georgina Wraight - 13 Oct 2022 Form 4 Insider Report for COVETRUS, INC. (CVET)

Role
Executive Vice President and President, Global Technology Solutions
Signature
/s/ Margaret B. Pritchard, as attorney-in-fact for Georgina Wraight
Issuer symbol
CVET
Transactions as of
13 Oct 2022
Net transactions value
$0
Form type
4
Filing time
13 Oct 2022, 11:04:46 UTC
Previous filing
06 Sep 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CVET Common Stock Disposed to Issuer $0 -95,406 -100% $0.000000* 0 13 Oct 2022 Direct F1

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 CVET Restricted Stock Units Disposed to Issuer $0 -134,297 -100% $0.000000* 0 13 Oct 2022 Common Stock 134,297 Direct F2, F3
transaction CVET Employee Stock Option (right to buy) Disposed to Issuer $0 -61,805 -100% $0.000000* 0 13 Oct 2022 Common Stock 61,805 $8.60 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In connection with the merger of Corgi Merger Sub, Inc. ("Merger Sub") with and into the Issuer (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of May 24, 2022, as amended from time to time, by and among the Issuer, Corgi Bidco, Inc. and Merger Sub, Inc. ("Merger Agreement"), shares of common stock, par value $0.01 per share, of the Issuer (the "Shares" and each a "Share"), were converted into the right to receive $21.00 per Share in cash, without interest (the "Merger Consideration").
F2 Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof.
F3 Pursuant to the Merger Agreement, outstanding RSUs vested (to the extent unvested) and were terminated and cancelled in exchange for the right to receive a lump sum cash payment equal to (x) the number of Shares underlying such RSUs immediately prior to the effective time of the Merger, multiplied by (y) the Merger Consideration.
F4 Pursuant to the Merger Agreement, outstanding options were terminated and cancelled in exchange for the right to receive a lump sum cash payment equal to (x) the number of Shares underlying such options immediately prior to the effective time of the Merger, multiplied by (y) the Merger Consideration minus the applicable exercise price.

Remarks:

Executive Vice President and President, Global Technology Solutions