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

Role: Executive Chairman, Director
Signature: /s/ Giovanni Insana, as Attorney-in-Fact
Stock symbol: WOOF
Transactions as of: May 24, 2024
Transactions value $: $0
Form type: 4
Date filed: 5/29/2024, 07:38 PM
Previous filing: May 21, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WOOF	Class A Common Stock	Award	$0	+1M		$0.00	1M	May 24, 2024	Direct	F1
holding	WOOF	Class A Common Stock						1.47M	May 24, 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	+1.07M	$0.00	1.07M	May 24, 2024	Class A Common Stock	1.07M	$3.58	Direct	F2
transaction	WOOF	Employee Stock Option (Right to Buy)	Award	$0	+750K	$0.00	750K	May 24, 2024	Class A Common Stock	750K	$5.00	Direct	F2
transaction	WOOF	Employee Stock Option (Right to Buy)	Award	$0	+1M	$0.00	1M	May 24, 2024	Class A Common Stock	1M	$7.50	Direct	F2
transaction	WOOF	Employee Stock Option (Right to Buy)	Award	$0	+1M	$0.00	1M	May 24, 2024	Class A Common Stock	1M	$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).