SEC Filing | PetIQ, LLC

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SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

ECP HELIOS PARTNERS IV, L.P.

(Last)

(First)

(Middle)

437 MADISON AVE

(Street)

NEW YORK

10022

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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							5,311,523⁽¹⁾	I	See Footnote⁽¹⁾

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)	4. Transaction Code (Instr. 8)	(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)

1. Name and Address of Reporting Person^*

ECP HELIOS PARTNERS IV, L.P.

(Last)

(First)

(Middle)

437 MADISON AVE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Eos Partners, L.P.

(Last)

(First)

(Middle)

437 MADISON AVE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. 4,470,531 shares of Class A Common Stock reported on this line were previously held by Eos Capital Partners IV, L.P. and were transferred to ECP Helios Partners IV, L.P. in a transaction exempt from Section 16 reporting pursuant to Rule 16a-13. 840,992 shares of Class A Common Stock reported on this line are held by Eos Partners, L.P. Each of ECP Helios Partners IV, L.P. and Eos Partners, L.P. (together, the "Eos Funds") is managed by Eos Management. Mark L. First is the managing director of Eos Management and has the power to vote or dispose of the shares held by the Eos Funds. Mr. First expressly disclaims any beneficial ownership of any shares of common stock held by the Eos Funds.

Remarks:

	ECP HELIOS PARTNERS IV, L.P., EOS PARTNERS, L.P., By: Beth Bernstein, Its: Attorney-in-Fact, /s/ Beth Bernstein	02/14/2018
	** 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 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).
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

                               POWER OF ATTORNEY

          Know all by these presents, that the undersigned hereby constitutes
and appoints Beth Bernstein, 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 equityholder of the below-referenced company (the
          "Company"), Schedules 13G and 13D and Forms 3, 4 and 5 in accordance
          with Sections 13 and 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
          Schedules 13G or 13D or 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, 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 the 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 evocation,
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, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Sections 13 and 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 Schedules 13G and 13D and Forms 3, 4
and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, 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 in relation to its equity holdings in PetIQ, Inc. as of this 9th
day of February, 2018.

                                        ECP HELIOS PARTNERS IV, L.P.

                                        By:     EOS Hyperion GP, LLC
                                        Its:    General Partner

                                        By:     /s/ Mark L. First
                                                -----------------------
                                        Name:   Mark L. First
                                        Title:  Managing Director


                                        EOS PARTNERS, L.P.

                                        By:    Eos General, L.L.C.
                                        Its:   General Partner

                                        By:    /s/ Steven M. Friedman
                                               -----------------------
                                        Name:  Steven M. Friedman
                                        Title: Managing Member