| 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)
| 2. Issuer Name and Ticker or Trading Symbol Inotiv, Inc. [ NOTV ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/16/2022 | ||||||||||||||||||||||||||
| 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 Shares | 09/16/2022 | J(1) | 2,946,961 | D | $0.00 | 0 | D | |||
| Common Shares | 09/16/2022 | J(1) | 715,705 | A | $0.00 | 715,705 | D(2) | |||
| Common Shares | 09/16/2022 | J(1) | 2,231,256 | A | $0.00 | 2,231,256 | D(3) | |||
| Common Shares | 09/16/2022 | J(4) | 2,231,256 | D | $0.00 | 0 | D(3) | |||
| Common Shares | 09/16/2022 | J(4) | 63,758 | A | $0.00 | 63,758 | I(4) | By P2 Capital GP IV, LLC | ||
| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Savanna Holdings, LLC ("Savanna Holdings") distributed these shares to its members, P2 Capital Master Fund I, L.P. ("Fund I") and P2 Capital Fund IV, L.P. ("Fund IV"), ratably, for no consideration. As a result of such distribution, Savanna Holdings no longer holds any shares. |
| 2. The securities reported are held directly by Fund I and may be deemed to be beneficially owned by P2 Capital Partners, LLC ("P2 Capital Partners") and Claus Moller because Mr. Moller is the managing member of P2 Capital Partners and P2 Capital Partners controls all of the outstanding voting interests in Fund I. Each of P2 Capital Partners and Mr. Moller disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form. |
| 3. The securities reported are held directly by Fund IV and may be deemed to be beneficially owned by P2 Capital Partners and Claus Moller because Mr. Moller is the managing member of P2 Capital Partners and P2 Capital Partners controls all of the outstanding voting interests in Fund IV. Each of P2 Capital Partners and Mr. Moller disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form. |
| 4. Fund IV distributed these shares to its partners, ratably, for no consideration, which included 63,758 shares distributed to P2 Capital GP IV, LLC ("GP IV"). Mr. Moller is the managing member of GP IV and disclaims beneficial ownership of the securities held by GP IV, except to the extent of his pecuniary interest therein, and this form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this form. |
| Remarks: |
| SAVANNA HOLDINGS, LLC; By: P2 Capital Master Fund I, L.P., as Managing Member; By: P2 Capital Partners, LLC, as Investment Manager; By: /s/ Claus Moller, Managing Member | 09/20/2022 | |
| P2 CAPITAL PARTNERS, LLC; By: /s/ Claus Moller, Managing Member | 09/20/2022 | |
| P2 CAPITAL MASTER FUND I, L.P.; By: P2 Capital Partners, LLC, as Investment Manager; By: /s/ Claus Moller, Managing Member | 09/20/2022 | |
| P2 CAPITAL FUND IV, L.P.; By: P2 Capital Partners, LLC, as Investment Manager; By: /s/ Claus Moller, Managing Member | 09/20/2022 | |
| /s/ Claus Moller | 09/20/2022 | |
| ** 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. | ||
