Sec Form 4 Filing - CVC Pet LP @ Petco Health & Wellness Company, Inc. - 2021-06-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CVC Pet LP 2. Issuer Name and Ticker or Trading Symbol Petco Health & Wellness Company, Inc. [ WOOF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CVC CAPITAL PARTNERS ONE, MARITIME PLAZA, 16TH FLOOR, 300 CLAY ST. 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2021 (Street) SAN FRANCISCO, CA94111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A Common Stock 06/01/2021 S 9,040,554 D $ 23.16 61,321,315 I By Scooby LP ( 1 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CVC Pet LP C/O CVC CAPITAL PARTNERS ONE MARITIME PLAZA, 16TH FLOOR, 300 CLAY ST. SAN FRANCISCO, CA94111 X CVC Scooby Jersey GP Ltd 27 ESPLANADE ST HELIER, Y9JE1 1SG X CVC Capital Partners VI Ltd 27 ESPLANADE ST HELIER, Y9JE1 1SG X Signatures CVC Pet LP; By /s/ Cameron Breitner, Authorized Signatory 06/03/2021 Signature of Reporting Person Date CVC Scooby Jersey GP Limited; By /s/ Johanna Karhukorpi, Director 06/03/2021 Signature of Reporting Person Date CVC Capital Partners VI Limited; By /s/ Carl Hansen, Director 06/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The number of shares of Class A Common Stock set forth herein reflect the reporting persons' proportional interest in such securities beneficially owned by Scooby LP. The general partner of Scooby LP is Scooby GP LLC, a member-managed limited liability company whose sole members are CVC Pet LP and Canada Pension Plan Investment Board. The general partner of CVC Pet LP is CVC Scooby Jersey GP Limited. CVC Scooby Jersey GP Limited is wholly owned by certain investment funds managed by CVC Capital Partners VI Limited. Each of CVC Pet LP, CVC Scooby Jersey GP Limited and CVC Capital Partners VI Limited disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities and Exchange Act of 1934, as amended, except to the extent of their pecuniary interest therein, if any.

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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