Covetrus (CVET) Form 3 COVETRUS / David Evans Shaw ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Shaw David Evans

(Last) (First) (Middle)

7 CUSTOM HOUSE STREET

(Street)

PORTLAND ME 04101

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/07/2019

3. Issuer Name and Ticker or Trading Symbol
COVETRUS, INC. [ CVET ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,069,263(1)	D
Common Stock	4,924(2)	I	See Footnotes(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(4)	02/08/2027	Common Stock	38,868	5.34	D
Employee Stock Option (right to buy)	(4)	02/12/2028	Common Stock	34,060	8.6	D

Explanation of Responses:

1. Received in exchange for shares of Direct Vet Marketing, Inc. (d/b/a Vets First Choice) ("Vets First Choice") common stock pursuant to the Agreement and Plan of Merger, dated as of April 20, 2018, as amended, by and among Henry Schein, Inc., Covetrus, Inc., HS Merger Sub, Inc., Vets First Choice, and Shareholder Representative Services LLC, solely in its capacity as the representative of the Vets First Choice stockholders (the "Merger Agreement").

2. Received in exchange for shares Vets First Choice common stock pursuant to the Merger Agreement.

3. These shares are held directly by Black Point Group, LLC ("Black Point"). The reporting person is the Managing Director of Black Point. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. David E. Shaw has shared voting and dispositive power over these shares as Managing Director of Black Point.

4. This option is vested and fully exercisable.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Erin Powers Brennan, as attorney-in-fact for David E. Shaw	02/19/2019
	** 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 5 (b)(v).
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