| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year) 01/17/2018 |
3. Issuer Name and Ticker or Trading Symbol
PetIQ, Inc. [ PETQ ] |
|||||||||||||
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
| |||||||||||||||
| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
|
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B Common Stock | (1) | (1) | Class A Common Stock(2) | 2,100,000(2) | 0 | I | See Footnote(3) |
| Employee Stock Option (Right to Buy) | (4) | 01/05/2028 | Class A Common Stock | 100,000(5) | 21.37 | D | |
| Explanation of Responses: |
| 1. The shares of Class B Common Stock are convertible (along with an equal number of common units of PetIQ Holdings, LLC) for shares of the Issuer's Class A Common Stock as described under the heading "The Transactions - Exchange Rights" in the Issuers registration statement on Form S-1 (File No. 333-218955) and have no expiration date. |
| 2. Mr. Santana, indirectly through his ownership of 50% of the outstanding stock of VIP Petcare Holdings, Inc., was initially issued 66,666.5 shares of the Class B Common Stock, and PetIQ, Inc. will issue the remaining 2,033,333.5 shares as promptly as practicable for no additional consideration. |
| 3. The shares of Class B Common Stock are held by VIP Petcare Holdings, Inc. Mr. Santana holds 50% of the equity interests of VIP Petcare Holdings, Inc. |
| 4. The options will vest quarterly on each of the first four anniversaries of January 17, 2018. |
| 5. Granted under the PetIQ, Inc. 2018 Inducement and Retention Stock Plan for CVC Employees |
| Remarks: |
| See Exhibit 24.1 - Power of Attorney |
| /s/ Robert Mooney, by power of attorney | 01/29/2018 | |
| ** 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 5 (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 Number. | ||
Exhibit 24.1
POWER OF ATTORNEY
(Section 16 Filings)
Know all by these presents that the undersigned hereby constitutes and appoints each of Robert P.K. Mooney, John Newland and Patrick Jones, signing singly, the undersigned’s true and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer, director or greater than 10% shareholder of PetIQ, Inc. (“PetIQ”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder;
2. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission and any national quotation system, national securities exchange, stock exchange or similar authority; and
3. Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is PetIQ assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by PetIQ, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 9th day of January, 2018.
|
|
/s/ WILL SANTANA |
|
|
Will Santana |