Scott R Mendes Form 4 OURPETS / Scott R Mendes ownership change

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^*

Mendes Scott R

(Last) (First) (Middle)

4879 EAST WOODCREST DR.

(Street)

CHAGRIN FALLS OH 44022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OURPETS CO [ OPCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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								50,000	D
Common								37,802	D
Common	12/14/2016		M		50,000(4)	A	$0.44	87,802	D
Common	12/14/2016		F		22,449(5)	D	$0.98	65,353	D

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
Option	$0.222							02/18/2011(2)	02/18/2014	Common	100,000		0	D
Option	$0.79							05/27/2013(3)	05/27/2016	Common	25,000		0	D
Option	$0.44							05/25/2014(1)	05/25/2017	Common	50,000		0	D
Option	$0.6							10/25/2015(1)	10/25/2018	Common	50,000		50,000	D

Explanation of Responses:

1. Options vest 1/3 on each of the 2nd, 3rd and 4th anniversaries of grant date.

2. 25,000 options expired on March 31, 2010 by virtue of the Company not achieving net operating income of at least 7.5% of net sales for the year ended 12-31-2009 and 25,000 options expired on March 31, 2011 by virtue of the Company not achieving net operating income as a % of net sales of at least 9.0% for the year ended 12-31-2010.

3. These 25,000 options expired on March 31, 2012 by virtue of the Company not achieving net operating income as a % of net sales of at least 9.0% for year ended 12-31-2011.

4. Shares were acquired through cashless exercise of options originally granted May 25, 2012

5. Shares were disposed of via cashless exercise of options originally granted May 25, 2012

Remarks:

	/s/ Scott R. Mendes	12/15/2016
	** 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).
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