Sec Form 4 Filing - Mendes Scott R @ OURPETS CO - 2019-03-14

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 Mendes Scott R 2. Issuer Name and Ticker or Trading Symbol OURPETS CO [ OPCO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CFO (Last) (First) (Middle) 4879 EAST WOODCREST DR. 3. Date of Earliest Transaction (MM/DD/YY) 03/14/2019 (Street) CHAGRIN FALLS, OH44022 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 03/14/2019 D( 2 ) 115,353 ( 2 ) D $ 1 ( 2 ) 0 D Common 03/14/2019 D( 2 ) 70,579 ( 2 ) D $ 1 ( 2 ) 0 I 401(K) Plan

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 Option $ 0.222 02/18/2011 02/18/2014 Common 100,000 0 D Option $ 0.79 05/27/2013 05/27/2016 Common 25,000 0 D Option $ 0.44 05/25/2014( 1 ) 05/25/2017 Common 50,000 0 D Option $ 0.6 10/25/2015( 1 ) 10/25/2018 Common 50,000 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mendes Scott R 4879 EAST WOODCREST DR. CHAGRIN FALLS, OH44022 CFO Signatures /s/ Scott R. Mendes 03/18/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options vest 1/3 on each of the 2nd, 3rd and 4th anniversaries of grant date. ( 2 )Pursuant to an Agreement and Plan of Merger dated as of December 18, 2018 (the "Merger Agreement"), by and among OurPet's Company ("Issuer", Paws Merger Parent, LLC ("Parent") and Paws Merger Sub, Inc. ("Merger Sub"). Merger Sub merged with and into the Issuer and the Issuer continued as the surviving corporation and a wholly-owned subsidiary of Parent, effective March 14, 2019 (the "Merger"). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of the Issuer's common stock (other than certain excluded shares) was cancelled and automatically converted into the right to receive $1.00 in cash, without interest.

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).

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