SEC FORM 4 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).
1. Name and Address of Reporting Person*
Clarke James Nathan

(Last) (First) (Middle)
500 E. SHORE DR., SUITE 120

(Street)
EAGLE ID 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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2018
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock $0.00 02/20/2018 J(1) 550,226(2) (3) (3) Class A Common Stock 550,226(2) $0.00 1,959,740 I See Footnotes(4)(5)
Explanation of Responses:
1. Each of Labore et Honore LLC TS F Series, Labore et Honore LLC TS E Series, Labore et Honore LLC TS Preferred Series, Labore et Honore LLC TS C Series and Labore et Honore LLC TS Founders Series (collectively, the "Clark Distributing Entities") made a pro rata distribution for no consideration of an aggregate of 550,184 shares of Class B Common Stock of the Issuer to their respective members on February 20, 2018. Mr. Clarke is the manager of the Clarke Distributing Entities, and has voting and investment control over and may be deemed to be the beneficial owner of shares of Class B Common Stock held by the Clarke Distributing Entities.
2. Includes a disposition of 36,960 shares of Class B Common Stock by Labore et Honore LLC TS F Series, 112,937 shares of Class B Common Stock by Labore et Honore LLC TS E Series, 159,761 shares of Class B Common Stock by Labore et Honore LLC TS Preferred Series, 84,508 shares of Class B Common Stock held by Labore et Honore LLC TS C Series and 156,060 shares of Class B Common Stock by Labore et Honore LLC TS Founders Series.
3. The shares of Class B Common Stock are convertible for shares of the Issuer's Class A Common Stock as described under the heading "The Transactions - Exchange Rights" in the Issuer's registration statement on Form S-1 (File No. 333-218955) and have no expiration date.
4. Includes 9,242 shares of Class B Common Stock held by Labore et Honore LLC TS F Series, 141,171 shares of Class B Common Stock held by Labore et Honore LLC TS E Series, 11,019 shares of Class B Common Stock held by Labore et Honore LLC TS C Series and 263,353 shares of Class B common stock held by Labore et Honore LLC (collectively, the "Clarke Capital Entities"). Mr. Clarke is the manager of the Clarke Capital Entities, and has voting and investment control over and may be deemed to be the beneficial owner of shares of Class B Common Stock held by the Clarke Capital Entities.
5. Includes 1,055,123 shares of Class B Common Stock held by The JNC 101 Trust of which Andrea Clarke, the wife of Mr. Clarke is the trustee, 239,916 shares of Class B Common Stock held by the James N. Clarke Irrevocable Trust, dated December 27, 2012 of which Mrs. Clarke is the trustee and 239,916 shares of Class B Common Stock held by the Andrea M. Clarke Irrevocable Trust, dated December 27, 2012 of which Mr. Clarke is the trustee.
Remarks:
/s/ Robert Mooney, by power of attorney 02/22/2018
** 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.
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