Patrick McCarthy Form 3 Wag! / Patrick McCarthy 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^*

McCarthy Patrick

(Last) (First) (Middle)

55 FRANCISCO STREET, SUITE 360

(Street)

SAN FRANCISCO CA 94133

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/09/2022

3. Issuer Name and Ticker or Trading Symbol
Wag! Group Co. [ PET ]

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

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

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)

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
Phantom Stock	(1)	(1)	Common Stock	468,751	(2)	D

Explanation of Responses:

1. The Business Combination Agreement provides that the reporting person will receive Wag! Group Co. ("Issuer") Common Stock ("Common Stock"), for no additional consideration, if the volume weighted average price of Common Stock over twenty trading days within any thirty trading day period during the Earn-out Period (as defined in the Business Combination Agreement) was greater than or equal to (1) $12.50, (2) $15.00, and (3) $18.00. The reporting person's right to receive shares pursuant to this earn-out right became fixed and irrevocable on August 9, 2022, the effective date of the Business Combination.

2. Each share of phantom stock is the economic equivalent of one share of Wag! Group Co. Common Stock.

	/s/ Patrick McCarthy	08/09/2022
	** 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 5 (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.
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