SEC Form 4 · accession 0000899243-19-005445

COVETRUS, INC. · CVET

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Russell Cooke

Officer — See Remarks

Period of report

Feb 27, 2019

Accepted (ET)

Mar 1, 2019 · 4:23 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001752836

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1	Feb 27, 2019	A	2,349	$0.00	A	2,680	D
Common Stock^F2	Feb 27, 2019	A	2,481	$0.00	A	5,161	D
Common Stock^F3	Feb 27, 2019	A	2,477	$0.00	A	7,638	D
Common Stock^F4	Feb 27, 2019	A	1,684	$0.00	A	9,322	D
Common Stock^F5	Feb 27, 2019	A	2,108	$0.00	A	11,430	D
Common Stock^F6	Feb 27, 2019	A	2,762	$0.00	A	14,192	D
Common Stock^F7	Feb 27, 2019	A	2,552	$0.00	A	16,744	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F8,F9	—	Feb 27, 2019	A	5,004	A	—	—	Common Stock	5,004	5,004	D
Employee Stock Option (Right to Buy)^F10	$37.47	Feb 27, 2019	A	14,765	A	—	Feb 27, 2029	Common Stock	14,765	14,765	D

Explanation of responses

F1Represents shares of restricted stock granted to the Reporting Person pursuant to the Employee Matters Agreement, dated as of April 20, 2018, by and among Henry Schein, Inc., Direct Vet Marketing, Inc. (d/b/a Vets First Choice), and Covetrus (the "Employee Matters Agreement"). Subject to the Reporting Person's continuous service as an employee of the Issuer, such shares will vest on March 3, 2019.
F10The stock options were granted on February 27, 2019. The stock options vest and become exercisable in three equal annual installments beginning on February 27, 2020.
F2Represents shares of restricted stock granted to the Reporting Person pursuant to the Employee Matters Agreement. Subject to the Reporting Person's continuous service as an employee of the Issuer, such shares will vest on March 4, 2020.
F3Represents shares of restricted stock granted to the Reporting Person pursuant to the Employee Matters Agreement. Subject to the Reporting Person's continuous service as an employee of the Issuer, such shares will vest on March 6, 2021.
F4Represents shares of restricted stock granted to the Reporting Person pursuant to the Employee Matters Agreement. Subject to the Reporting Person's continuous service as an employee of the Issuer, such shares will vest on March 4, 2019.
F5Represents shares of restricted stock granted to the Reporting Person pursuant to the Employee Matters Agreement. Subject to the Reporting Person's continuous service as an employee of the Issuer, such shares will vest on March 6, 2020.
F6Represents shares issuable upon settlement of Restricted Stock Units ("RSUs") granted to the Reporting Person pursuant to the Employee Matters Agreement. Each RSU represents a contingent right to receive one share of the Issuer's common stock. Subject to the Reporting Person's continuous service as an officer of the Issuer, 100% of the RSUs will vest on March 2, 2022.
F7Represents shares issuable upon settlement of RSUs granted to the Reporting Person pursuant to the Employee Matters Agreement. Each RSU represents a contingent right to receive one share of the Issuer's common stock. Subject to the Reporting Person's continuous service as an officer of the Issuer, 100% of the RSUs will vest on March 2, 2021.
F8Each RSU represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof.
F9Subject to the Reporting Person's continuous service as an employee of the Issuer, the RSUs will vest in three equal annual installments beginning on February 27, 2020.

Remarks

Senior Vice President and Operational Chief Financial Officer