Chad D. Lyon - 24 Oct 2024 Form 4 Insider Report for PetIQ, Inc.

Role
EVP Manufacturing & Sup. Chain
Signature
/s/ Patrick Jones, by power of attorney
Issuer symbol
N/A
Transactions as of
24 Oct 2024
Net transactions value
$0
Form type
4
Filing time
28 Oct 2024, 15:00:00 UTC
Previous filing
09 Aug 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PETQ Class A Common Stock Disposed to Issuer -10,481 -100% 0 25 Oct 2024 Direct F1, F2
transaction PETQ Class A Common Stock Disposed to Issuer -178 -100% 0 25 Oct 2024 By spouse's IRA F1, F2

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 Award $0 +13,985 $0.000000 13,985 24 Oct 2024 Class A Common Stock 13,985 Direct F3, F4
transaction PETQ Restricted Stock Unit Disposed to Issuer -877 -100% 0 25 Oct 2024 Class A Common Stock 877 Direct F1, F3, F5, F6
transaction PETQ Restricted Stock Unit Disposed to Issuer -5,953 -100% 0 25 Oct 2024 Class A Common Stock 5,953 Direct F1, F3, F6, F7
transaction PETQ Restricted Stock Unit Disposed to Issuer -18,474 -100% 0 25 Oct 2024 Class A Common Stock 18,474 Direct F1, F3, F6, F8
transaction PETQ Restricted Stock Unit Disposed to Issuer -16,271 -100% 0 25 Oct 2024 Class A Common Stock 16,271 Direct F1, F3, F6, F9
transaction PETQ Restricted Stock Unit Disposed to Issuer -13,985 -100% 0 25 Oct 2024 Class A Common Stock 13,985 Direct F1, F3, F4, F6
transaction PETQ Employee Stock Option (right to buy) Disposed to Issuer -6,250 -100% 0 25 Oct 2024 Class A Common Stock 6,250 $21.37 Direct F1, F10, F11
transaction PETQ Employee Stock Option (right to buy) Disposed to Issuer -6,311 -100% 0 25 Oct 2024 Class A Common Stock 6,311 $27.73 Direct F1, F10, F11
transaction PETQ Employee Stock Option (right to buy) Disposed to Issuer -10,987 -100% 0 25 Oct 2024 Class A Common Stock 10,987 $19.49 Direct F1, F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Chad D. Lyon 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 Pursuant to a rollover agreement, immediately prior to the effective time of the Merger (the "Effective Time"), the reporting person contributed 10,481 shares of Class A Common Stock held directly and indirectly 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 was cancelled and exchanged for $31.00 per share.
F3 Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock.
F4 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.
F5 The RSUs vested or will vest in approximately equal installments on each of the first four anniversaries of March 1, 2021, subject to the reporting person's continuous service as an employee of the Issuer.
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.
F7 The RSUs vested or will vest in approximately equal installments on each of the first four anniversaries of February 25, 2022, subject to the reporting person's continuous service as an employee of the Issuer.
F8 The RSUs vested or 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.
F9 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.
F10 Fully vested and exercisable.
F11 At the Effective Time, each option was cancelled and converted solely into the right to receive a cash payment equal to $31.00 per option share minus the per share exercise price of the of the option, subject to the terms and conditions of the Merger Agreement.