Insider filing report for Changes in Beneficial Ownership
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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 *
MacMillan Charles C
2. Issuer Name and Ticker or Trading Symbol
OURPETS CO [ OPCO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1801 E. 9TH STREET, SUITE 1700
3. Date of Earliest Transaction (MM/DD/YY)
03/14/2019
(Street)
CLEVELAND, OH44114
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 03/14/2019 D( 2 ) 1,595 D $ 1 ( 2 ) 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
Stock Option $ 1.09 06/02/2014( 1 ) 06/02/2019 Common 7,000 7,000 D
Stock Option $ 0.7 05/27/2015( 1 ) 05/27/2020 Common 7,000 7,000 D
Stock Option $ 0.95 06/01/2016( 1 ) 06/01/2021 Common 7,000 7,000 D
Stock Option $ 1.59 06/05/2017( 1 ) 06/05/2022 Common 7,000 7,000 D
Stock Option $ 0.79 06/06/2018( 1 ) 06/06/2023 Common 12,000 12,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MacMillan Charles C
1801 E. 9TH STREET
SUITE 1700
CLEVELAND, OH44114
X
Signatures
/s/Charles C. MacMillan 03/18/2019
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Options vest immediately as 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. Option holders received on a per share basis, the difference between the $1.00 merger consideration and the strike price.

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).

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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