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UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

PetIQ, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

71639T106

(CUSIP Number)

December 31, 2017

Date of Event Which Requires Filing of the Statement

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No. 71639T106

13G

 

 

 

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Highland Consumer GP GP LLC

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,777,626(1)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,777,626(1)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,777,626

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.3%(2)

 

 

12.

Type of Reporting Person
OO

 

(1)  Consists of 1,473,167 shares of Class B Common Stock, par value $0.001 per share (“Class B Common Stock”), which are convertible into shares of Class A Common Stock, par value $0.001 per share (“Class A Common Stock”), on a one-for-one basis and 304,459 shares of Class A Common Stock as of December 31, 2017.  As of the date of the filing, 561,257 shares of Class B Common Stock beneficially owned by Highland Consumer GP GP LLC have been converted into Class A Common Stock.

(2)  Assumes the conversion of all Class B Common Stock into Class A Common Stock. Based on 21,490,771 shares of Class A Common Stock outstanding, which is the sum of: (i) 13,222,583 shares of Class A Common Stock and (ii) 8,268,188 shares of Class A Common Stock that are issuable in exchange for the 8,268,188 shares of Class B Common Stock currently outstanding, as reported in the Company’s Form 10-Q filed with the Securities and Exchange Commission as of November 8, 2017.  If only the shares of Class B Common Stock beneficially owned by Highland Consumer GP GP LLC were converted, it would beneficially own 12.6% of the Class A Common Stock.

 

2


 

CUSIP No. 71639T106

13G

 

 

 

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Highland Consumer GP Limited Partnership

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,777,626(3)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,777,626(3)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,777,626

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11.

Percent of Class Represented by Amount in Row (9)
8.3%(4)

 

 

12.

Type of Reporting Person
PN

 

(3)  Consists of 1,473,167 shares of Class B Common Stock and 304,459 shares of Class A Common Stock as of December 31, 2017. As of the date of the filing, 561,257 shares of Class B Common Stock beneficially owned by Highland Consumer GP Limited Partnership have been converted into Class A Common Stock.

(4)  Assumes the conversion of all Class B Common Stock into Class A Common Stock, as set forth in footnote 2.  If only the shares of Class B Common Stock beneficially owned by Highland Consumer GP Limited Partnership were converted, it would beneficially own 12.6% of the Class A Common Stock.

 

3


 

CUSIP No. 71639T106

13G

 

 

 

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Highland Consumer Fund I LP

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
1,427,337(5)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
1,427,337(5)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,427,337

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11.

Percent of Class Represented by Amount in Row (9)
6.6%(6)

 

 

12.

Type of Reporting Person
PN

 

(5)  Shares of Class B Common Stock as of December 31, 2017. As of the date of the filing, 515,427 shares of Class B Common Stock beneficially owned by Highland Consumer Fund I LP have been converted into Class A Common Stock.

(6)  Assumes the conversion of all Class B Common Stock into Class A Common Stock, as set forth in footnote 2.  If only the shares of Class B Common Stock beneficially owned by Highland Consumer Fund I LP were converted, it would beneficially own 9.7% of the Class A Common Stock.

 

4


 

CUSIP No. 71639T106

13G

 

 

 

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Highland Consumer Fund I-B LP

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
304,459

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
304,459

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
304,459

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.4%(7)

 

 

12.

Type of Reporting Person
PN

 

(7)  Assumes the conversion of all Class B Common Stock into Class A Common Stock, as set forth in footnote 2.  If no shares of Class B Common Stock are converted, Highland Consumer Fund I-B LP beneficially owns 2.3% of the Class A Common Stock.

 

5


 

CUSIP No. 71639T106

13G

 

 

 

1.

Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Highland Consumer Entrepreneurs’ Fund I LP

 

 

2.

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
45,830(8)

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
45,830(8)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
45,830

 

 

10.

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11.

Percent of Class Represented by Amount in Row (9)
0.2%(9)

 

 

12.

Type of Reporting Person
PN

 

(8)  Shares of Class B Common Stock as of December 31, 2017. As of the date of the filing, all shares of Class B Common Stock beneficially owned by Highland Consumer Entrepreneurs’ Fund I LP have been converted into Class A Common Stock.

(9)  Assumes the conversion of all Class B Common Stock into Class A Common Stock, as set forth in footnote 2.  If no shares of Class B Common Stock are converted, Highland Consumer Entrepreneurs’ Fund I LP beneficially owns 0.3% of the Class A Common Stock.

 

6


 

CUSIP No. 71639T106

13G

 

 

Item 1(a)

Name of Issuer
PetIQ, Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices
500 E. Shore Drive, Suite 120
Eagle, ID 83616

 

 

Item 2(a)

Name of Person Filing
This statement is being filed by the following persons with respect to the shares (the “Shares”) of Class A Common Stock (“Common Stock”) of the Issuer directly owned by Highland Consumer Fund I Limited Partnership (“Highland Consumer I”), Highland Consumer Fund 1-B Limited Partnership (“Highland Consumer IB”) and Highland Consumer Entrepreneurs’ Fund I, Limited Partnership (“Highland Consumer Entrepreneurs,” and together with Highland Consumer I and Highland Consumer IB, the “Highland Consumer Entities”). As of December 31, 2017:

 

(a) Highland Consumer GP Limited Partnership (HC LP), is the general partner of the Highland Consumer Entities;

 

(b) Highland Consumer GP GP LLC (HC LLC), is the general partner of HC LP;

 

(c) Highland Consumer I directly owns 1,427,337 Shares of Class B Common Stock(10);

 

(d) Highland Consumer IB directly owns 304,459 shares of Class A Common Stock; and

 

(e) Highland Consumer Entrepreneurs directly owns 45,830 shares of Class B Common Stock.

 

HC LLC, HC LP, Highland Consumer I, Highland Consumer IB and Highland Consumer Entrepreneurs are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

Item 2(b)

Address of Principal Business Office
The address of each of the reporting persons is:
c/o Porchlight Equity Management, LLC
20 William Street, Suite 115
Wellesley, Massachusetts 02481

Item 2(c)

Citizenship

 

 

Highland Consumer I

 

Delaware

 

Highland Consumer IB

 

Delaware

 

Highland Consumer Entrepreneurs

 

Delaware

 

HC LP

 

Delaware

 

HC LLC

 

Delaware

 

 

 

Item 2(d)

Title of Class of Securities
Class A Common Stock, $0.001 par value per share.  The Class B Common Stock, $0.001 par value per share, is convertible on a one-for-one basis into shares of Class A Common Stock.

Item 2(e)

CUSIP Number
71639T106

 

(10)  The Class B Common Stock is convertible on a one-for-one basis into shares of Class A Common Stock.

 

7


 

CUSIP No. 71639T106

13G

 

 

Item 3

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

 

Item 4

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

For HC LLC:

 

(a)

Amount beneficially owned:   

1,777,626 shares of Common Stock

 

(b)

Percent of class:   

8.3%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

1,777,626

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

1,777,626

For HC LP:

 

(a)

Amount beneficially owned:   

1,777,626 shares of Common Stock

 

(b)

Percent of class:   

8.3%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

1,777,626

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

1,777,626

 

8


 

CUSIP No. 71639T106

13G

 

 

For Highland Consumer I:

 

(a)

Amount beneficially owned:   

1,427,337 shares of Common Stock

 

(b)

Percent of class:   

6.6%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

1,427,337

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

1,427,337

For Highland Consumer IB:

 

(a)

Amount beneficially owned:   

304,459 shares of Common Stock

 

(b)

Percent of class:   

1.4%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

304,459

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

304,459

 

9


 

CUSIP No. 71639T106

13G

 

 

For Highland Consumer Entrepreneurs:

 

(a)

Amount beneficially owned:   

45,830 shares of Common Stock

 

(b)

Percent of class:   

0.2%

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote:   

0

 

 

(ii)

Shared power to vote or to direct the vote:    

45,830

 

 

(iii)

Sole power to dispose or to direct the disposition of:   

0

 

 

(iv)

Shared power to dispose or to direct the disposition of:   

45,830

 

Item 5

Ownership of Five Percent or Less of a Class

 

Not applicable.

 

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

 

Not applicable.

 

 

Item 8

Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9

Notice of Dissolution of Group

 

Not applicable.

 

10


 

CUSIP No. 71639T106

13G

 

 

Item 10           Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

SIGNATURE

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

DATED: February 13, 2018.

 

 

Highland Consumer Fund I Limited Partnership

 

 

 

By:

Highland Consumer GP Limited Partnership, its General Partner

 

 

 

 

 

By:

Highland Consumer GP GP LLC, its General Partner

 

 

 

 

 

 

 

 

By:

/s/ Peter Cornetta

 

 

 

Peter Cornetta

 

 

 

Managing General Partner

 

 

 

 

 

Highland Consumer Fund 1-B Limited Partnership

 

 

 

 

 

By:

Highland Consumer GP Limited Partnership, its General Partner

 

 

 

 

 

By:

Highland Consumer GP GP LLC, its General Partner

 

 

 

 

 

 

 

 

 

 

By:

/s/ Peter Cornetta

 

 

 

Peter Cornetta

 

 

 

Managing General Partner

 

 

 

 

 

Highland Consumer Entrepreneurs’ Fund I, Limited Partnership

 

 

 

 

 

By:

Highland Consumer GP Limited Partnership, its General Partner

 

 

 

 

 

By:

Highland Consumer GP GP LLC, its General Partner

 

 

 

 

 

 

 

 

 

 

By:

/s/ Peter Cornetta

 

 

 

Peter Cornetta

 

 

 

Managing General Partner

 

11


 

CUSIP No. 71639T106

13G

 

 

 

Highland Consumer GP Limited Partnership

 

 

 

 

 

By:

Highland Consumer GP GP LLC, its General Partner

 

 

 

 

 

 

 

 

 

 

By:

/s/ Peter Cornetta

 

 

 

Peter Cornetta

 

 

 

Managing General Partner

 

 

 

 

 

 

 

 

 

Highland Consumer GP GP LLC

 

 

 

 

 

 

 

 

 

 

By:

/s/ Peter Cornetta

 

 

 

Peter Cornetta

 

 

 

Managing General Partner

 

12


 

CUSIP No. 71639T106

13G

 

 

EXHIBIT I

 

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of  PetIQ, Inc.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

 

EXECUTED as of this 13th day of February, 2018.

 

 

Highland Consumer Fund I Limited Partnership

 

 

 

 

 

By:

Highland Consumer GP Limited Partnership, its General Partner

 

 

 

 

By:

Highland Consumer GP GP LLC, its General Partner

 

 

 

 

 

 

 

 

 

 

By:

/s/ Peter Cornetta

 

 

 

Peter Cornetta

 

 

 

Managing General Partner

 

 

 

 

 

Highland Consumer Fund 1-B Limited Partnership

 

 

 

 

 

By:

Highland Consumer GP Limited Partnership, its General Partner

 

 

 

 

By:

Highland Consumer GP GP LLC, its General Partner

 

 

 

 

 

 

 

 

By:

/s/ Peter Cornetta

 

 

 

Peter Cornetta

 

 

 

Managing General Partner

 

 

Highland Consumer Entrepreneurs’ Fund I, Limited Partnership

 

 

 

By:

Highland Consumer GP Limited Partnership, its General Partner

 

 

 

By:

Highland Consumer GP GP LLC, its General Partner

 

 

 

 

 

 

By:

/s/ Peter Cornetta

 

 

 

Peter Cornetta

 

 

 

Managing General Partner

 

13


 

CUSIP No. 71639T106

13G

 

 

 

Highland Consumer GP Limited Partnership

 

 

 

 

 

By:

Highland Consumer GP GP LLC, its General Partner

 

 

 

 

 

 

 

 

 

 

By:

/s/ Peter Cornetta

 

 

 

Peter Cornetta

 

 

 

Managing General Partner

 

 

 

 

 

Highland Consumer GP GP LLC

 

 

 

 

 

 

 

 

 

 

By:

/s/ Peter Cornetta

 

 

 

Peter Cornetta

 

 

 

Managing General Partner

 

14