0000950103-24-015417.txt : 20241028 0000950103-24-015417.hdr.sgml : 20241028 20241028143139 ACCESSION NUMBER: 0000950103-24-015417 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20241024 FILED AS OF DATE: 20241028 DATE AS OF CHANGE: 20241028 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Christensen McCord CENTRAL INDEX KEY: 0001710861 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38163 FILM NUMBER: 241400206 MAIL ADDRESS: STREET 1: 500 EAST SHORE DRIVE STREET 2: SUITE 120 CITY: EAGLE STATE: ID ZIP: 83616 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PetIQ, Inc. CENTRAL INDEX KEY: 0001668673 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: PETIQ LLC STREET 2: 230 E. RIVERSIDE DR. CITY: EAGLE STATE: ID ZIP: 83616 BUSINESS PHONE: 208-939-8900 MAIL ADDRESS: STREET 1: PETIQ LLC STREET 2: 230 E. RIVERSIDE DR. CITY: EAGLE STATE: ID ZIP: 83616 4 1 dp219828_4-christensen.xml FORM 4 X0508 4 2024-10-24 1 0001668673 PetIQ, Inc. PETQ 0001710861 Christensen McCord C/O PETIQ, INC. 230 E. RIVERSIDE DR. EAGLE ID 83616 1 1 0 0 Chief Executive Officer 0 Class A Common Stock 2024-10-25 4 C 0 114027 A 114027 I See Footnote Class A Common Stock 2024-10-25 4 D 0 145675 D 0 D Class A Common Stock 2024-10-25 4 D 0 114027 D 0 I See Footnote Restricted Stock Unit 2024-10-24 4 A 0 80817 0 A Class A Common Stock 80817 80817 D Class B Common Stock 2024-10-25 4 C 0 114027 0 D Class A Common Stock 114027 0 I See Footnote Restricted Stock Unit 2024-10-25 4 D 0 6660 D Class A Common Stock 6660 0 D Restricted Stock Unit 2024-10-25 4 D 0 45238 D Class A Common Stock 45238 0 D Restricted Stock Unit 2024-10-25 4 D 0 147414 D Class A Common Stock 147414 0 D Restricted Stock Unit 2024-10-25 4 D 0 136331 D Class A Common Stock 136331 0 D Restricted Stock Unit 2024-10-25 4 D 0 80817 D Class A Common Stock 80817 0 D Employee Stock Option (right to buy) 16 2024-10-25 4 D 0 92440 D 2027-07-20 Class A Common Stock 92440 0 D Employee Stock Option (right to buy) 24.97 2024-10-25 4 D 0 150000 D 2028-03-15 Class A Common Stock 150000 0 D Employee Stock Option (right to buy) 27.73 2024-10-25 4 D 0 37865 D 2029-03-13 Class A Common Stock 37865 0 D Employee Stock Option (right to buy) 19.49 2024-10-25 4 D 0 45435 D 2030-03-01 Class A Common Stock 45435 0 D Each share of Class B Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. The reportable securities are held by Christensen Ventures ("Ventures"). Mr. Christensen is the manager of Ventures and exercises voting and investment control over all shares held by Ventures. On October 25, 2024, Gula Merger Sub, Inc. ("Merger Sub") completed its merger (the "Merger") with and into the Issuer pursuant to the Agreement and Plan of Merger, dated as of August 7, 2024 (the "Merger Agreement"), by and among the Issuer, Gula Buyer Inc. ("Parent") and Merger Sub. Pursuant to a rollover agreement, immediately prior to the effective time of the Merger (the "Effective Time"), the reporting person contributed 259,701 shares of Class A Common Stock held directly and indirectly by the reporting person in exchange for a number of newly issued equity interests in a parent entity of Parent calculated pursuant to the rollover agreement, with each share of the Issuer's Class A Common Stock valued at $31.00 per share. At the Effective Time, the remaining share of Class A Common Stock was cancelled and exchanged for $31.00 per share. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock. The RSUs will vest in approximately equal installments on each of the first four anniversaries of October 24, 2024, subject to the reporting person's continuous service as an employee of the Issuer. The RSUs vested or will vest in approximately equal installments on each of the first four anniversaries of March 1, 2021, subject to the reporting person's continuous service as an employee of the Issuer. At the Effective Time, each unvested RSU was cancelled and converted solely into the right to receive a cash payment of $31.00 per share of Class A Common Stock subject to such unvested RSU, subject to the terms and conditions of the Merger Agreement. The RSUs vested or will vest in approximately equal installments on each of the first four anniversaries of February 25, 2022, subject to the reporting person's continuous service as an employee of the Issuer. The RSUs vested or will vest in approximately equal installments on each of the first four anniversaries of March 2, 2023, subject to the reporting person's continuous service as an employee of the Issuer. The RSUs will vest in approximately equal installments on each of the first four anniversaries of March 1, 2024, subject to the reporting person's continuous service as an employee of the Issuer. Fully vested and exercisable. At the Effective Time, each option was cancelled and converted solely into the right to receive a cash payment equal to $31.00 per option share minus the per share exercise price of the of the option, subject to the terms and conditions of the Merger Agreement. /s/ Patrick Jones, by power of attorney 2024-10-25