SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Ludlow Timothy (Last) (First) (Middle) 7 CUSTOM HOUSE STREET (Street) PORTLAND ME 04101 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/07/2019	3. Issuer Name and Ticker or Trading Symbol COVETRUS, INC. [ CVET ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) See Remarks	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	122,741(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(2)	04/15/2025	Common Stock	73,644	$0.37	D
Employee Stock Option (right to buy)	(3)	06/09/2027	Common Stock	58,443	$5.67	D
Employee Stock Option (right to buy)	(4)	06/09/2027	Common Stock	13,508	$5.67	D

Explanation of Responses:

1. Received in exchange for shares of Direct Vet Marketing, Inc. (d/b/a Vets First Choice) ("Vets First Choice") common stock pursuant to the Agreement and Plan of Merger, dated as of April 20, 2018, as amended, by and among Henry Schein, Inc., Covetrus, Inc., HS Merger Sub, Inc., Vets First Choice, and Shareholder Representative Services LLC, solely in its capacity as the representative of the Vets First Choice stockholders.

2. The stock options were granted on April 15, 2015. The stock options vested and became exercisable as to 25% of the total shares on April 15, 2016 and thereafter, vest and become exercisable in 36 successive, equal monthly installments.

3. The stock options were granted on June 9, 2017. The stock options vested and became exercisable as to 25% of the total shares on June 9, 2018 and thereafter, vest and become exercisable in 36 successive, equal monthly installments.

4. The stock options were granted on June 9, 2017. The stock options vested and became exercisable as to 25% of the total shares on June 9, 2018 and thereafter, vest and become exercisable in 36 successive, equal monthly installments.

Remarks:

Senior Vice President and Chief Transformation Officer Exhibit List Exhibit 24 - Power of Attorney

	/s/ Erin Powers Brennan, as attorney-in-fact for Timothy Ludlow	02/19/2019
	** 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 5 (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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