SEC Form 4 · accession 0000899243-18-005010
PetIQ, Inc. · PETQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Nathan Clarke
Director
Period of report
Feb 20, 2018
Accepted (ET)
Feb 22, 2018 · 3:11 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001668673
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF2,F4,F5,F3 | $0.00 | Feb 20, 2018 | J | 550,226 | D | — | — | Class A Common Stock | 550,226 | 1,959,740 | I |
Explanation of responses
- F1Each 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.
- F2Includes 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.
- F3The 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.
- F4Includes 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.
- F5Includes 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.