Sec Form 4 Filing - ECP HELIOS PARTNERS IV, L.P. @ PetIQ, Inc. - 2018-10-01

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 ECP HELIOS PARTNERS IV, L.P. 2. Issuer Name and Ticker or Trading Symbol PetIQ, Inc. [ PETQ] 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) 437 MADISON AVE 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2018 (Street) NEW YORK, NY10022 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 10/01/2018 S 1,838,836 ( 1 ) A $ 37.1475 ( 2 ) 3,472,687 I See Footnote ( 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 ECP HELIOS PARTNERS IV, L.P. 437 MADISON AVE NEW YORK, NY10022 X Eos Partners, L.P. 437 MADISON AVE NEW YORK, NY10022 X Signatures ECP Helios Partners IV, L.P. By: Beth Bernstein, Its: Attorney-in-Fact /s/ Beth Bernstein 10/02/2018 Signature of Reporting Person Date EOS Partners, L.P.By: Beth Bernstein, Its: Attorney-in-Fact /s/ Beth Bernstein 10/02/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )1,547,687 shares of Class A Common Stock sold by ECP Helios Partners IV, L.P. ("ECP Helios") and 291,149 shares of Class A Common Stock sold by Eos Partners, L.P. ("Eos Partners" and, together with ECP Helios, the "Eos Funds"). Includes 2,922,844 shares of Class A Common Stock held by ECP Helios and 549,843 shares of Class A Common Stock held by Eos Partners. Each of the Eos Funds is managed by Eos Management. Mark L. First is the managing director of Eos Management and has the power to vote or dispose of the shares held by the Eos Funds. Mr. First expressly disclaims any beneficial ownership of any shares of Class A Common Stock held by the Eos Funds. ( 2 )Represents shares of Class A Common Stock sold to the underwriters pursuant to an underwritten public offering that closed on October 1, 2018. The price per share received by the reporting persons is equal to the public offering price of $39.00, less the underwriting discount.

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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