SEC FORM 4/A

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^*

KNOTT DAVID M

(Last)

(First)

(Middle)

485 UNDERHILL BLVD

STE 205

(Street)

SYOSSET

11791-3419

(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)

Director	X	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)
01/07/2008

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		P		28,179	A	⁽¹⁾	512,779	I	By Knott Partners, L.P.⁽²⁾⁽⁴⁾
Common Stock	01/04/2008		P		23,326	A	⁽¹⁾	352,026	I	By Shoshone Partners, L.P.⁽²⁾⁽⁴⁾
Common Stock	01/04/2008		P		512	A	⁽¹⁾	6,312	I	By Mulsanne Partners, L.P.⁽²⁾⁽⁴⁾
Common Stock	01/04/2008		P		47,686	A	⁽¹⁾	746,686	I	By Knott Partners Offshore Master Fund , L.P.⁽²⁾⁽⁴⁾⁽⁵⁾
Common Stock	01/04/2008		P		8,532	A	⁽¹⁾	120,232	I	By Managed Accounts⁽³⁾⁽⁴⁾

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)
Warrants to purchase one share of Common Stock	$6							01/04/2008	03/17/2010	Common Stock	220,400		220,400	I	By Knott Partners, L.P.⁽²⁾⁽⁴⁾
Warrants to purchase one share of Common Stock	$6							01/04/2008	03/17/2010	Common Stock	110,000		110,000	I	By Shoshone Partners, L.P.⁽²⁾⁽⁴⁾
Warrants to purchase one share of Common Stock	$6							01/04/2008	03/17/2010	Common Stock	1,000		1,000	I	By Mulsanne Partners, L.P.⁽²⁾⁽⁴⁾
Warrants to purchase one share of Common Stock	$6							01/04/2008	03/17/2010	Common Stock	251,900		251,900	I	By Knott Partners Offshore Master Fund, L.P.⁽²⁾⁽⁴⁾⁽⁵⁾
Warrants to purchase one share of Common Stock	$6							01/04/2008	03/17/2010	Common Stock	31,700		31,700	I	By Managed Accounts⁽³⁾⁽⁴⁾
Option to purchase Common Stock	$0.0001	01/04/2008		P		57,687		⁽⁶⁾	⁽⁶⁾	Common Stock	57,687	⁽¹⁾	57,687	I	By Knott Partners, L.P.⁽²⁾⁽⁴⁾
Option to purchase Common Stock	$0.0001	01/04/2008		P		47,752		⁽⁶⁾	⁽⁶⁾	Common Stock	47,752	⁽¹⁾	47,752	I	By Shoshone Partners, L.P.⁽²⁾⁽⁴⁾
Option to purchase Common Stock	$0.0001	01/04/2008		P		1,048		⁽⁶⁾	⁽⁶⁾	Common Stock	1,048	⁽¹⁾	1,048	I	By Mulsanne Partners, L.P.⁽²⁾⁽⁴⁾
Option to purchase Common Stock	$0.0001	01/04/2008		P		97,621		⁽⁶⁾	⁽⁶⁾	Common Stock	97,621	⁽¹⁾	97,621	I	By Knott Partners Offshore Master Fund, L.P.⁽²⁾⁽⁴⁾⁽⁵⁾
Option to purchase Common Stock	$0.0001	01/04/2008		P		17,467		⁽⁶⁾	⁽⁶⁾	Common Stock	17,467	⁽¹⁾	17,467	I	By Managed Accounts⁽³⁾⁽⁴⁾

Explanation of Responses:

1. These securities were acquired from the issuer's founders and as shares of XLNT Veterinary Care, Inc. ("XLNT") common stock from XLNT, which were exchanged for additional shares of the issuer's common stock upon completion of the merger with XLNT.

2. The Reporting Person is the managing member of Knott Partners Management, LLC, which is (i) the sole general partner of Shoshone Partners, L.P. , Knott Partners Offshore Master Fund, L.P., and Mulsanne Partners, L.P. and (ii) the managing general partner of Knott Partners, L.P.

3. This entry represents securities of the issuer held by institutional managed accounts for which Dorset Management Corporation provides investment management services (the "Managed Accounts").

4. As a result of the Reporting Person's interests in Knott Partners Management, LLC and in Dorset Management Corporation, the Reporting Person has investment discretion and control of the securities in this entry. The Reporting Person may be deemed to beneficially own an indirect pecuniary interest in securities in this entry as a result of a performance related fee. Except with respect to Knott Partners, L.P. , Knott Partners Offshore Master Fund, L.P., and Shoshone Partners, L.P., in which the Reporting Person owns a beneficial interest, the Reporting Person disclaims beneficial ownership therein except to the extent ultimately realized. Each of Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., Shoshone Partners, L.P., Mulsanne Partners, L.P. and the Managed Accounts disclaims beneficial ownership of securities reported as owned by any other party.

5. Knott Partners Offshore Master Fund, L.P., is a Cayman Islands limited partnership whose sole limited partner is Matterhorn Offshore Fund Limited, a British Virgin Islands business company, and whose sole general partner is Knott Partners Management, LLC.

6. The Option is exercisable for a period of one year following the earlier of March 17, 2009 or at such time as the last sale price of Common Stock equals or exceeds $11.50 for 20 trading days in any 30 trading day period.

	/s/ David M. Knott	01/10/2008
	** 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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