Sec Form 4 Filing - Baker Eleanor F. @ HESKA CORP - 2022-02-28

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 Baker Eleanor F. 2. Issuer Name and Ticker or Trading Symbol HESKA CORP [ HSKA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Managing Dir. & COO, scil (Last) (First) (Middle) 3760 ROCKY MOUNTAIN AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2022 (Street) LOVELAND, CO80538 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Common Stock 06/13/2023 A( 1 ) 16,757 A $ 0 25,226 ( 2 ) D Common Stock 06/13/2023 A( 3 ) 4,056 A $ 0 29,282 D Common Stock 06/13/2023 D( 4 ) 29,282 D $ 120 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 (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 Performance Shares ( 5 ) 06/13/2023 D 750 ( 5 ) 03/31/2025 Common Stock 750 ( 5 ) 0 ( 6 ) D Non-Qualified Stock Option (right to buy) $ 60.94 02/28/2022 A( 7 ) 12,500 02/28/2022 04/15/2030 Common Stock 12,500 $ 0 12,500 D Non-Qualified Stock Option (right to buy) $ 60.94 06/13/2023 A( 8 ) 22,500 06/13/2023 04/15/2030 Common Stock 22,500 $ 0 35,000 D Non-Qualified Stock Option (right to buy) $ 60.94 06/13/2023 D 35,000 ( 7 )( 8 ) 04/15/2030 Common Stock 35,000 ( 9 ) 0 D Incentive Stock Option (right to buy) $ 60.94 06/13/2023 D 1 ( 10 ) 04/15/2030 Common Stock 1 ( 9 ) 0 D Non-Qualified Stock Option (right to buy) $ 60.94 06/13/2023 D 9,999 ( 10 ) 04/15/2030 Common Stock 9,999 ( 9 ) 0 D Incentive Stock Option (right to buy) $ 98.95 06/13/2023 D 1,500 ( 11 ) 10/23/2028 Common Stock 1,500 ( 9 ) 0 D Incentive Stock Option (right to buy) $ 71.84 06/13/2023 D 2,710 ( 12 ) 09/23/2029 Common Stock 2,710 ( 9 ) 0 D Non-Qualified Stock Option (right to buy) $ 71.84 06/13/2023 D 9,290 ( 12 ) 09/23/2029 Common Stock 9,290 ( 9 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Baker Eleanor F. 3760 ROCKY MOUNTAIN AVENUE LOVELAND, CO80538 EVP, Managing Dir. & COO, scil Signatures /s/ Catherine Grassman For: Eleanor Baker 06/13/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 31, 2023, by and among the Issuer, Antech Diagnostics, Inc., a California corporation ("Acquiror"), Helsinki Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Acquiror, an d, solely for purposes of Section 9.15 of the Merger Agreement, Mars, Incorporated, a Delaware corporation, these shares of performance-based restricted stock of the Issuer were fully accelerated assuming maximum level of performance immediately prior to the effectiveness of the merger. ( 2 )Includes 305 shares of common stock of the Issuer purchased under the Issuer's employee stock purchase plan on May 26, 2023. ( 3 )Pursuant to the Merger Agreement, these performance-based restricted stock units were fully accelerated assuming target level of performance immediately prior to the effectiveness of the merger. ( 4 )Disposed of pursuant to the Merger Agreement in exchange for cash consideration of $120.00 per share of common stock of the Issuer (the "Merger Consideration") on the effective date of the merger. ( 5 )Pursuant to the Merger Agreement, these performance shares of the Issuer were fully accelerated assuming maximum level of performance immediately prior to the effectiveness of the merger and canceled in the merger in exchange for an amount in cash equal to $120.00 per share. ( 6 )1,500 performance shares previously vested and settled. ( 7 )Stock options of the Issuer became vested and exercisable upon achieving performance vesting conditions on February 28, 2022. ( 8 )Pursuant to the Merger Agreement, these stock options of the Issuer were fully accelerated assuming maximum level of performance immediately prior to the effectiveness of the merger. ( 9 )Stock options of the Issuer were canceled in the merger in exchange for an amount in cash equal to the difference, if any, between the Merger Consideration and the exercise price of such stock options. ( 10 )These stock options of the Issuer vested in two equal installments on December 31, 2021 and on December 31, 2022. ( 11 )These stock options of the Issuer vested monthly in equal installments over four years through October 24, 2022. ( 12 )These stock options of the Issuer vested in three equal installments on September 24, 2020, September 24, 2021 and September 24, 2022.

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