SEC Form 4 · accession 0000899243-19-005450
COVETRUS, INC. · CVET
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Ellis
Officer — See Remarks
Period of report
Feb 27, 2019
Accepted (ET)
Mar 1, 2019 · 4:25 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 27, 2019 | A | 1,867 | $0.00 | A | 2,241 | D | |
| Common StockF2 | Feb 27, 2019 | A | 806 | $0.00 | A | 3,047 | D | |
| Common StockF3 | Feb 27, 2019 | A | 1,488 | $0.00 | A | 4,535 | D | |
| Common StockF4 | Feb 27, 2019 | A | 1,105 | $0.00 | A | 5,640 | D | |
| Common StockF5 | Feb 27, 2019 | A | 1,019 | $0.00 | A | 6,659 | D | |
| Common StockF6 | Feb 27, 2019 | A | 409 | $0.00 | A | 7,068 | D | |
| Common StockF7 | Feb 27, 2019 | A | 1,263 | $0.00 | A | 8,331 | 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 UnitsF8,F9 | — | Feb 27, 2019 | A | 8,006 | A | — | — | Common Stock | 8,006 | 8,006 | D |
| Employee Stock Option (Right to Buy)F10 | $37.47 | Feb 27, 2019 | A | 23,624 | A | — | Feb 27, 2029 | Common Stock | 23,624 | 23,624 | 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 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 4, 2020.
- F3Represents 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 employee of the Issuer, such shares will vest on March 6, 2021.
- F4Represents 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 employee of the Issuer, such shares will vest on March 2, 2022.
- F5Represents 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 employee of the Issuer, such shares will vest on March 2, 2021.
- F6Represents 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 employee of the Issuer, such shares will vest on March 4, 2019.
- 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 employee of the Issuer, such shares will vest on March 6, 2020.
- 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 President, Europe