Patrick McCarthy - 09 Aug 2022 Form 3 Insider Report for Wag! Group Co. (PET)

Role: Chief Marketing Officer
Signature: /s/ Patrick McCarthy
Issuer symbol: PET
Transactions as of: 09 Aug 2022
Net transactions value: $0
Form type: 3
Filing time: 09 Aug 2022, 19:16:18 UTC
Next filing: 05 Dec 2022
SEC: View on sec.gov

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
holding	PET	Phantom Stock							09 Aug 2022	Common Stock	468,751		Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	The Business Combination Agreement provides that the reporting person will receive Wag! Group Co. ("Issuer") Common Stock ("Common Stock"), for no additional consideration, if the volume weighted average price of Common Stock over twenty trading days within any thirty trading day period during the Earn-out Period (as defined in the Business Combination Agreement) was greater than or equal to (1) $12.50, (2) $15.00, and (3) $18.00. The reporting person's right to receive shares pursuant to this earn-out right became fixed and irrevocable on August 9, 2022, the effective date of the Business Combination.
F2	Each share of phantom stock is the economic equivalent of one share of Wag! Group Co. Common Stock.

Content

The Business Combination Agreement provides that the reporting person will receive Wag! Group Co. ("Issuer") Common Stock ("Common Stock"), for no additional consideration, if the volume weighted average price of Common Stock over twenty trading days within any thirty trading day period during the Earn-out Period (as defined in the Business Combination Agreement) was greater than or equal to (1) $12.50, (2) $15.00, and (3) $18.00. The reporting person's right to receive shares pursuant to this earn-out right became fixed and irrevocable on August 9, 2022, the effective date of the Business Combination.

Each share of phantom stock is the economic equivalent of one share of Wag! Group Co. Common Stock.