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*
WYNNEFIELD PARTNERS SMALL CAP VALUE LP

(Last) (First) (Middle)
450 SEVENTH AVENUE
SUITE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Pet DRx CORP [ VETS ]
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)
07/01/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock, $0.0001 par value per share 07/01/2010 C(1) 404,826 A $0 1,395,515 D
Common Stock, $0.0001 par value per share 07/01/2010 C(1) 404,826 A $0 1,707,629 I By Wynnefield Partners Small Cap Value, L.P. I(3)(4)
Common Stock, $0.0001 par value per share 07/01/2010 S(1) 1,393,015 D $0.3352(1) 2,500(2) D
Common Stock, $0.0001 par value per share 07/01/2010 S(1) 1,704,129 D $0.3352(1) 3,500(2) I By Wynnefield Partners Small Cap Value, L.P. I(3)(4)
Common Stock, $0.0001 par value per share 07/01/2010 S(1) 939,754 D $0.3352(1) 4,000(2) I By Wynnefield Small Cap Value Offshore
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $0.1 07/01/2010 C(1) 576,923 (5) 01/21/2016 Common Stock 576,923 $0 0 D
Warrants $0.1 07/01/2010 C(1) 576,923 (5) 01/21/2016 Common Stock 576,923 $0 0 I By Wynnefield Partners Small Cap Value, L.P. I(3)(4)
Convertible Note $10 07/01/2010 J(1) $754,955 (5) 01/21/2013 Common Stock 75,495 $0(1) 0 D
Convertible Note $10 07/01/2010 J(1) $754,955 (5) 01/21/2013 Common Stock 75,495 (1) 0 I By Wynnefield Partners Small Cap Value, L.P. I(3)(4)
1. Name and Address of Reporting Person*
WYNNEFIELD PARTNERS SMALL CAP VALUE LP

(Last) (First) (Middle)
450 SEVENTH AVENUE
SUITE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WYNNEFIELD PARTNERS SMALL CAP VALUE LP I

(Last) (First) (Middle)
450 SEVENTH AVENUE
SUITE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND LTD

(Last) (First) (Middle)
450 SEVENTH AVE
STE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WYNNEFIELD CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
450 SEVENTH AVE
STE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WYNNEFIELD CAPITAL INC

(Last) (First) (Middle)
450 SEVENTH AVENUE
SUITE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
LANDES JOSHUA

(Last) (First) (Middle)
450 SEVENTH AVENUE
SUITE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
OBUS NELSON

(Last) (First) (Middle)
450 SEVENTH AVENUE
SUITE 509

(Street)
NEW YORK NY 10123

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The transactions reported on this Form 4 were made pursuant to a stock purchase agreement entered into with the Issuer, and which included (a) the cash pre-payment of Convertible Notes expiring in 2013 described in Column 1 of Table II of this Form 4, (b) a cashless exchange of warrants for common stock of the Issuer and (c) the simultaneous disposition of all common stock beneficially held, whether previously owned or acquired in the cashless exchange of warrants. The purchase price of the common stock of $0.33523 was determined in connection with the stock purchase agreement and is subject to a hold back.
2. Represents remaining shares of common stock attributable to the ownership of certain units.
3. Wynnefield Partners Small Cap Value, L.P., (the "Reporting Person") and Wynnefield Partners Small Cap Value, L.P. I ("L.P. I") are managed by Wynnefield Capital Management, LLC, their general partner. Wynnefield Small Cap Value Offshore Fund, Ltd. ("Offshore") is managed by Wynnefield Capital, Inc. Mr. Nelson Obus and Mr. Joshua Landes are co-managing members of Wynnefield Capital Management, LLC and principal executive officers of Wynnefield Capital, Inc. Mr. Obus and Mr. Landes have investment discretion and control over the securities held by the Reporting Person, L.P. I and Offshore and, thus, may be deemed to have an indirect beneficial ownership interest in the securities that the Reporting Person, L.P. I and Offshore directly beneficially own. Mr. Obus and Mr. Landes disclaim beneficial ownership of the securities described in this statement, except to the extent of their individual pecuniary interest in such securities. (Cont FN 4)
4. (Cont from FN 3) The filing of this statement shall not be deemed an admission that Mr. Obus and Mr. Landes are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities specified in this statement.
5. The derivative securities listed in column 1 of Table II are currently exercisable or convertible, as the case may be.
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. By: Wynnefield Capital Management, LLC General Partner, /s/ Nelson Obus, Managing Member 07/08/2010
WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I By: Wynnefield Capital Management, LLC General Partner, /s/ Nelson Obus, Managing Member 07/08/2010
WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD. By: Wynnefield Capital, Inc., /s/ Nelson Obus, President 07/08/2010
WYNNEFIELD CAPITAL MANAGEMENT, LLC, /s/ Nelson Obus, Managing Member 07/08/2010
WYNNEFIELD CAPITAL, INC., /s/ Nelson Obus, President 07/08/2010
/s/ Nelson Obus 07/08/2010
/s/ Joshua Landes 07/08/2010
** 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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