Sec Form 4 Filing - Pearson John Paul @ PetIQ, Inc. - 2024-10-24

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Pearson John Paul
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)
EVP, SERVICES & MANUFACTURED
(Last) (First) (Middle)
C/O PETIQ, INC., 230 E. RIVERSIDE DR.
3. Date of Earliest Transaction (MM/DD/YY)
10/24/2024
(Street)
EAGLE, ID83616
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Class A Common Stock 10/25/2024 D( 1 ) 8,269 D 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Unit ( 3 ) 10/24/2024 A 20,718 ( 4 ) ( 4 ) Class A Common Stock 20,718 $ 0 20,718 D
Restricted Stock Unit ( 3 ) 10/25/2024 D( 1 ) 14,899 ( 5 ) ( 5 ) Class A Common Stock 14,899 ( 6 ) 0 D
Restricted Stock Unit ( 3 ) 10/25/2024 D( 1 ) 30,666 ( 7 ) ( 7 ) Class A Common Stock 30,666 ( 6 ) 0 D
Restricted Stock Unit ( 3 ) 10/25/2024 D( 1 ) 34,949 ( 8 ) ( 8 ) Class A Common Stock 34,949 ( 6 ) 0 D
Restricted Stock Unit ( 3 ) 10/25/2024 D( 1 ) 20,718 ( 4 ) ( 4 ) Class A Common Stock 20,718 ( 6 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pearson John Paul
C/O PETIQ, INC.
230 E. RIVERSIDE DR.
EAGLE, ID83616
EVP, SERVICES & MANUFACTURED
Signatures
/s/ Patrick Jones, by power of attorney 10/25/2024
Signature of Reporting Person Date
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 6,569 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 June 24, 2022, 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 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.
( 8 )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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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