SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SHROFF ZUBEEN

(Last)

(First)

(Middle)

560 SOUTH WINCHESTER BLVD.

SUITE 500

(Street)

SAN JOSE

95128

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Pet DRx CORP [ EHHA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/04/2008		A		3,819,015	A	⁽¹⁾	3,819,015	I	See footnote⁽²⁾
Common Stock	01/04/2008		A		303,419	A	⁽¹⁾	303,419	I	See footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option (right to buy)	$5.71	01/04/2008		A		13,878		⁽⁴⁾	08/27/2011	Common Stock	13,878	⁽⁵⁾	13,878	D
Option (right to buy)	$6.16	01/04/2008		A		13,878		⁽⁶⁾	09/25/2012	Common Stock	13,878	⁽⁷⁾	13,878	D
Warrant (right to buy)	$6.16	01/04/2008		A		57,415		04/01/2008	09/26/2017	Common Stock	57,415	⁽⁸⁾	57,415	I	See footnote⁽²⁾
Warrant (right to buy)	$6.16	01/04/2008		A		4,561		04/01/2008	09/26/2017	Common Stock	4,561	⁽⁹⁾	4,561	I	See footnote⁽³⁾

Explanation of Responses:

1. Received in exchange for shares of XLNT Veterinary Care Inc. ("XLNT") common stock in connection with merger (the "Merger") of XLNT into PetDRx Corporation.

2. Held by Galen Partners IV, L.P. The Reporting Person disclaims beneficial interest in such shares except to the extent of his pecuniary interest therein.

3. Held by Galen Partners International IV, L.P. The Reporting Person disclaims beneficial interest in such shares except to the extent of his pecuniary interest therein.

4. 25% vest on 8/27/07 and 2.0833% vest each month thereafter.

5. Received in the Merger in exchange for employee stock option to acquire 18,000 Shares of XLNT Common Stock for $4.40 per share.

6. 25% vest on 9/26/08 and 2.0833% vest each month thereafter.

7. Received in the Merger in exchange for employee stock option to acquire 18,000 Shares of XLNT Common Stock for $4.75 per share.

8. Received in the Merger in exchange for warrants to purchase 74,469 shares of XLNT common stock for $4.75 per share.

9. Received in the Merger in exchange for warrants to purchase 5,916 shares of XLNT common stock for $4.75 per share.

Remarks:

	/s/ Zubeen Shroff, By: George Villasana, Attorney in Fact	01/08/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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