Sec Form 4 Filing - Clarke James Nathan @ PetIQ, Inc. - 2018-02-20

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 Clarke James Nathan 2. Issuer Name and Ticker or Trading Symbol PetIQ, Inc. [ PETQ] 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) 500 E. SHORE DR., SUITE 120 3. Date of Earliest Transaction (MM/DD/YY) 02/20/2018 (Street) EAGLE, ID83616 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

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 Class B Common Stock $ 0 02/20/2018 J( 1 ) 550,226 ( 2 ) ( 3 ) ( 3 ) Class A Common Stock 550,226 ( 2 ) $ 0 1,959,740 I See Footnotes ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Clarke James Nathan 500 E. SHORE DR., SUITE 120 EAGLE, ID83616 X Signatures /s/ Robert Mooney, by power of attorney 02/22/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each of Labore et Honore LLC TS F Series, Labore et Honore LLC TS E Series, Labore et Honore LLC TS Preferred Series, Labore et Honore LLC TS C Series and Labore et Honore LLC TS Founders Series (collectively, the "Clark Distributing Entities") made a pro rata distribution for no consideration of an aggregate of 550,184 shares of Class B Common Stock of the Issuer to their respective members on February 20, 2018. Mr. Clarke is the manager of the Clarke Distributing Entities, and has voting and investment control over and may be deemed to be the beneficial owner of shares of Class B Common Stock held by the Clarke Distributing Entities. ( 2 )Includes a disposition of 36,960 shares of Class B Common Stock by Labore et Honore LLC TS F Series, 112,937 shares of Class B Common Stock by Labore et Honore LLC TS E Series, 159,761 shares of Class B Common Stock by Labore et Honore LLC TS Preferred Series, 84,508 shares of Class B Common Stock held by Labore et Honore LLC TS C Series and 156,060 shares of Class B Common Stock by Labore et Honore LLC TS Founders Series. ( 3 )The shares of Class B Common Stock are convertible for shares of the Issuer's Class A Common Stock as described under the heading "The Transactions - Exchange Rights" in the Issuer's registration statement on Form S-1 (File No. 333-218955) and have no expiration date. ( 4 )Includes 9,242 shares of Class B Common Stock held by Labore et Honore LLC TS F Series, 141,171 shares of Class B Common Stock held by Labore et Honore LLC TS E Series, 11,019 shares of Class B Common Stock held by Labore et Honore LLC TS C Series and 263,353 shares of Class B common stock held by Labore et Honore LLC (collectively, the "Clarke Capital Entities"). Mr. Clarke is the manager of the Clarke Capital Entities, and has voting and investment control over and may be deemed to be the beneficial owner of shares of Class B Common Stock held by the Clarke Capital Entities. ( 5 )Includes 1,055,123 shares of Class B Common Stock held by The JNC 101 Trust of which Andrea Clarke, the wife of Mr. Clarke is the trustee, 239,916 shares of Class B Common Stock held by the James N. Clarke Irrevocable Trust, dated December 27, 2012 of which Mrs. Clarke is the trustee and 239,916 shares of Class B Common Stock held by the Andrea M. Clarke Irrevocable Trust, dated December 27, 2012 of which Mr. Clarke is the trustee.

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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