SEC FORM 3

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^*

Stacey Neil H

(Last)

(First)

(Middle)

19601 N 27TH AVE

(Street)

PHOENIX

85027

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2009

3. Issuer Name and Ticker or Trading Symbol
PETSMART INC [ PETM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Human Resources

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	83,658	D
Common Stock	106,959	I	Trust⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Non-Qualified Stock Option	⁽²⁾	02/02/2015	Common Stock	9,000	$30.2	D
Non-Qualified Stock Option	⁽²⁾	02/05/2013	Common Stock	9,000	$24.04	D
Non-Qualified Stock Option	⁽³⁾	02/05/2014	Common Stock	7,844	$31.36	D
Non-Qualified Stock Option	⁽³⁾	03/09/2015	Common Stock	8,427	$18.97	D
Non-Qualified Stock Option	⁽⁴⁾	09/29/2009	Common Stock	20,000	$3.7188⁽⁵⁾	D
Non-Qualified Stock Option	⁽⁴⁾	01/31/2010	Common Stock	55,000	$4.1875	D
Non-Qualified Stock Option	⁽⁴⁾	03/27/2011	Common Stock	40,000	$3.03	D
Non-Qualified Stock Option	⁽⁴⁾	02/05/2012	Common Stock	20,000	$10.55	D
Non-Qualified Stock Option	⁽⁴⁾	02/04/2013	Common Stock	15,000	$14.88	D
Non-Qualified Stock Option	⁽⁴⁾	02/04/2014	Common Stock	11,000	$23.42	D
Non-Qualified Stock Option	⁽⁴⁾	02/04/2014	Common Stock	4,000	$23.42	D

Explanation of Responses:

1. Held in the Stacey Family Revocable Living Trust, Neil H. Stacey and Nancy M. Stacey trustees.

2. Options granted pursuant to PetSmart, Inc. 2003 Equity Incentive Plan, as amended. The option vests 25% per year for four years commencing one year after the vesting commencement date.

3. Options granted pursuant to PetSmart, Inc. 2006 Equity Incentive Plan, as amended. The option vests 25% per year for four years commencing one year after the vesting commencement date.

4. Options granted pursuant to PetSmart, Inc. 2003 Equity Incentive Plan, as amended. The option vests 25% after one year and 2.0833% per month thereafter for 36 months.

5. Exercise price is $3.71875 per share.

	/s/ Neil H. Stacey	02/11/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.