Glenn Murphy - 24 May 2024 Form 4 Insider Report for Petco Health & Wellness Company, Inc. (WOOF)

Role: Executive Chairman, Director
Signature: /s/ Giovanni Insana, as Attorney-in-Fact
Issuer symbol: WOOF
Transactions as of: 24 May 2024
Net transactions value: $0
Form type: 4
Filing time: 29 May 2024, 19:38:54 UTC
Previous filing: 21 May 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WOOF	Class A Common Stock	Award	$0	+1,000,000		$0.000000	1,000,000	24 May 2024	Direct	F1
holding	WOOF	Class A Common Stock						1,470,589	24 May 2024	By GSSB Corporation

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

Type	Sym	Class	Transaction	Value $	Shares	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	WOOF	Employee Stock Option (Right to Buy)	Award	$0	+1,074,000	$0.000000	1,074,000	24 May 2024	Class A Common Stock	1,074,000	$3.58	Direct	F2
transaction	WOOF	Employee Stock Option (Right to Buy)	Award	$0	+750,000	$0.000000	750,000	24 May 2024	Class A Common Stock	750,000	$5.00	Direct	F2
transaction	WOOF	Employee Stock Option (Right to Buy)	Award	$0	+1,000,000	$0.000000	1,000,000	24 May 2024	Class A Common Stock	1,000,000	$7.50	Direct	F2
transaction	WOOF	Employee Stock Option (Right to Buy)	Award	$0	+1,000,000	$0.000000	1,000,000	24 May 2024	Class A Common Stock	1,000,000	$10.00	Direct	F2

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

Explanation of Responses:

Id	Content
F1	Represents 1,000,000 restricted stock units ("RSUs") granted to the Reporting Person on May 24, 2024. Each RSU represents the right to receive one share of Class A common stock of the Issuer. The RSUs will vest as to 1/12th at the end of each successive three-month period following May 14, 2024 and will be fully vested on May 14, 2027. The RSUs were granted outside of the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the "2021 Plan") as a material inducement to the Reporting Person's acceptance of employment with the Issuer in accordance with NASDAQ Listing Rule 5635(c)(4).
F2	Represents options to purchase Class A Common Stock of the Issuer. The options will vest as to 1/12th at the end of each successive three-month period following May 14, 2024 and will be fully vested on May 14, 2027. The options were granted outside of the 2021 Plan as a material inducement to the Reporting Person's acceptance of employment with the Issuer in accordance with NASDAQ Listing Rule 5635(c)(4).

Content

Represents 1,000,000 restricted stock units ("RSUs") granted to the Reporting Person on May 24, 2024. Each RSU represents the right to receive one share of Class A common stock of the Issuer. The RSUs will vest as to 1/12th at the end of each successive three-month period following May 14, 2024 and will be fully vested on May 14, 2027. The RSUs were granted outside of the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the "2021 Plan") as a material inducement to the Reporting Person's acceptance of employment with the Issuer in accordance with NASDAQ Listing Rule 5635(c)(4).

Represents options to purchase Class A Common Stock of the Issuer. The options will vest as to 1/12th at the end of each successive three-month period following May 14, 2024 and will be fully vested on May 14, 2027. The options were granted outside of the 2021 Plan as a material inducement to the Reporting Person's acceptance of employment with the Issuer in accordance with NASDAQ Listing Rule 5635(c)(4).