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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Pet DRx CORP [ VETS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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). | ||
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. |