0001752836-22-000153.txt : 20221013 0001752836-22-000153.hdr.sgml : 20221013 20221013110723 ACCESSION NUMBER: 0001752836-22-000153 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221013 FILED AS OF DATE: 20221013 DATE AS OF CHANGE: 20221013 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Foulston Matthew J. CENTRAL INDEX KEY: 0001626839 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38794 FILM NUMBER: 221308445 MAIL ADDRESS: STREET 1: 9900 WEST 109TH STREET, SUITE 100 CITY: OVERLAND PARK STATE: KS ZIP: 66210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COVETRUS, INC. CENTRAL INDEX KEY: 0001752836 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 831448706 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7 CUSTOM HOUSE STREET CITY: PORTLAND STATE: ME ZIP: 04101 BUSINESS PHONE: 888-280-2221 MAIL ADDRESS: STREET 1: 7 CUSTOM HOUSE STREET CITY: PORTLAND STATE: ME ZIP: 04101 FORMER COMPANY: FORMER CONFORMED NAME: HS Spinco, Inc. DATE OF NAME CHANGE: 20180912 4 1 wf-form4_166567362788359.xml FORM 4 X0306 4 2022-10-13 0 0001752836 COVETRUS, INC. CVET 0001626839 Foulston Matthew J. 7 CUSTOM HOUSE STREET PORTLAND ME 04101 0 1 0 0 Chief Financial Officer Common Stock 2022-10-13 4 D 0 95079 0 D 0 D Restricted Stock Units 2022-10-13 4 D 0 53075 0 D Common Stock 53075.0 0 D In connection with the merger of Corgi Merger Sub, Inc. ("Merger Sub") with and into the Issuer (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of May 24, 2022, as amended from time to time, by and among the Issuer, Corgi Bidco, Inc. and Merger Sub, Inc. ("Merger Agreement"), shares of common stock, par value $0.01 per share, of the Issuer (the "Shares" and each a "Share"), were converted into the right to receive $21.00 per Share in cash, without interest (the "Merger Consideration"). Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof. Pursuant to the Merger Agreement, outstanding RSUs vested (to the extent unvested) and were terminated and cancelled in exchange for the right to receive a lump sum cash payment equal to (x) the number of Shares underlying such RSUs immediately prior to the effective time of the Merger, multiplied by (y) the Merger Consideration. /s/ Margaret B. Pritchard as attorney-in-fact for Matthew J. Foulston 2022-10-13