McNamara Edward Form 4 COVETRUS / Edward McNamara 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^*

McNamara Edward

(Last) (First) (Middle)

7 CUSTOM HOUSE STREET

(Street)

PORTLAND ME 04101

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2022

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 Stock	10/13/2022		D		31,807	D	$0(1)	0	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
Restricted Stock Units	(2)	10/13/2022		D			14,638	(3)	(3)	Common Stock	14,638	$0	0	D
Employee Stock Option (right to buy)	$8.6	10/13/2022		D			58,486	(4)	02/12/2028	Common Stock	58,486	$0	0	D
Employee Stock Option (right to buy)	$5.34	10/13/2022		D			18,949	(4)	02/08/2027	Common Stock	18,949	$0	0	D

Explanation of Responses:

1. In connection with the merger of Corgi Merger Sub, Inc. ("Merger Sub") with and into the Issuer (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of May 24, 2022, as amended from time to time, by and among the Issuer, Corgi Bidco, Inc. and Merger Sub, Inc. ("Merger Agreement"), shares of common stock, par value $0.01 per share, of the Issuer (the "Shares" and each a "Share"), were converted into the right to receive $21.00 per Share in cash, without interest (the "Merger Consideration").

2. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof.

3. Pursuant to the Merger Agreement, outstanding RSUs vested (to the extent unvested) and were terminated and cancelled in exchange for the right to receive a lump sum cash payment equal to (x) the number of Shares underlying such RSUs immediately prior to the effective time of the Merger, multiplied by (y) the Merger Consideration.

4. Pursuant to the Merger Agreement, outstanding options were terminated and cancelled in exchange for the right to receive a lump sum cash payment equal to (x) the number of Shares underlying such options immediately prior to the effective time of the Merger, multiplied by (y) the Merger Consideration minus the applicable exercise price.

Remarks:

	/s/ Margaret B. Pritchard, as attorney-in-fact for Edward M. McNamara	10/13/2022
	** 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).
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