4//SEC Filing
Smith Michael A 4
Accession 0000950103-24-015418
CIK 0001668673other
Filed
Oct 27, 8:00 PM ET
Accepted
Oct 28, 2:37 PM ET
Size
29.8 KB
Accession
0000950103-24-015418
Insider Transaction Report
Form 4
PetIQ, Inc.PETQ
Smith Michael A
EVP - Products
Transactions
- Disposition to Issuer
Restricted Stock Unit
2024-10-25−6,250→ 0 total→ Class A Common Stock (6,250 underlying) - Disposition to Issuer
Restricted Stock Unit
2024-10-25−51,725→ 0 total→ Class A Common Stock (51,725 underlying) - Award
Restricted Stock Unit
2024-10-24+28,357→ 28,357 total→ Class A Common Stock (28,357 underlying) - Disposition to Issuer
Restricted Stock Unit
2024-10-25−1,753→ 0 total→ Class A Common Stock (1,753 underlying) - Disposition to Issuer
Restricted Stock Unit
2024-10-25−11,905→ 0 total→ Class A Common Stock (11,905 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2024-10-25−61,530→ 0 totalExercise: $26.76Exp: 2029-05-30→ Class A Common Stock (61,530 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2024-10-25−9,483→ 0 totalExercise: $19.49Exp: 2030-03-12→ Class A Common Stock (9,483 underlying) - Disposition to Issuer
Restricted Stock Unit
2024-10-25−28,357→ 0 total→ Class A Common Stock (28,357 underlying) - Disposition to Issuer
Restricted Stock Unit
2024-10-25−47,835→ 0 total→ Class A Common Stock (47,835 underlying) - Disposition to Issuer
Class A Common Stock
2024-10-25−88,808→ 0 total - Disposition to Issuer
Restricted Stock Unit
2024-10-25−150,000→ 0 total→ Class A Common Stock (150,000 underlying)
Footnotes (13)
- [F1]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.
- [F10]The RSUs vested or will vest in approximately equal installments on each of the first four anniversaries of August 1, 2023, subject to the reporting person's continuous service as an employee of the Issuer.
- [F11]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.
- [F12]Fully vested and exercisable.
- [F13]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.
- [F2]Pursuant to a rollover agreement, immediately prior to the effective time of the Merger (the "Effective Time"), the reporting person contributed 80,808 shares of Class A Common Stock held 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 shares of Class A Common Stock were cancelled and exchanged for $31.00 per share.
- [F3]Each restricted stock unit ("RSU") represents a contingent right to receive one share of Class A Common Stock.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]The RSUs vested or will vest in approximately equal installments on each of the first four anniversaries of May 7, 2021, subject to the reporting person's continuous service as an employee of the Issuer.
- [F8]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.
- [F9]The RSUs 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.
Documents
Issuer
PetIQ, Inc.
CIK 0001668673
Entity typeother
Related Parties
1- filerCIK 0001781014
Filing Metadata
- Form type
- 4
- Filed
- Oct 27, 8:00 PM ET
- Accepted
- Oct 28, 2:37 PM ET
- Size
- 29.8 KB