Form 4 - Statement of changes in beneficial ownership of securities

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

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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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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).
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