Mark L. First - Oct 25, 2024 Form 4 Insider Report for PetIQ, Inc. (PETQ)

Role: Director
Signature: /s/ Patrick Jones, by power of attorney
Stock symbol: PETQ
Transactions as of: Oct 25, 2024
Transactions value $: $0
Form type: 4
Date filed: 10/28/2024, 02:45 PM
Previous filing: Sep 9, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PETQ	Class A Common Stock	Disposed to Issuer		-18.5K	-100%		0	Oct 25, 2024	Direct	F1, F2
transaction	PETQ	Class A Common Stock	Disposed to Issuer		-1.97M	-100%		0	Oct 25, 2024	See Footnote	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PETQ	Restricted Stock Unit	Disposed to Issuer		-4.1K	-100%		0	Oct 25, 2024	Class A Common Stock	4.1K		Direct	F1, F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Mark L. First is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	Immediately prior to the effective time of the Merger (the "Effective Time"), each share of Class A Common Stock was cancelled and exchanged for $31.00 per share.
F3	Includes 1,660,344 shares of Class A Common Stock held by ECP Helios Partners IV, L.P. ("ECP Helios") and 312,343 shares of Class A common Stock held Eos Partners, L.P. ("Eos Partners" and together with ECP Helios, the "Eos Funds"). Each of the Eos Funds is managed by Eos Management. Mr. First is managing director of Eos Management and has voting and investment control over and may be considered the beneficial owner of the Class A Common stock owned by the Eos Funds. Mr. First disclaims beneficial ownership of such securities and this report shall not be deemed an admission that Mr. First is the beneficial owner of the securities for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.
F4	Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock.
F5	The RSUs will vest in full on June 7, 2025, subject to the reporting person's continued service as a Director.
F6	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.