Sec Form 4 Filing - HENRY SCHEIN INC @ COVETRUS, INC. - 2019-02-07

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 HENRY SCHEIN INC 2. Issuer Name and Ticker or Trading Symbol COVETRUS, INC. [ CVET] 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) 135 DURYEA ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/07/2019 (Street) MELVILLE, NY11747 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, par value $0.01 per share 02/07/2019 J( 1 )( 2 ) 60,442,894 A 60,442,994 D Common Stock, par value $0.01 per share 02/07/2019 J( 1 )( 2 ) 60,442,994 D $ 0 ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HENRY SCHEIN INC 135 DURYEA ROAD MELVILLE, NY11747 X Signatures /s/ Walter Siegel 02/07/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transactions reported on this Form relate to the separation of Covetrus, Inc. (the "Issuer") from the Reporting Person, Henry Schein, Inc. ("Henry Schein"), effective February 7, 2019, pursuant to the Contribution and Distribution Agreement, dated as of April 20, 2018, as amended, among Henry Schein, the Issuer and certain other parties (the "Distribution Agreement"). ( 2 )Pursuant to the terms of the Distribution Agreement, Henry Schein, amongst other things on February 7, 2019, distributed all of the shares of the Issuer's common stock held by it to Henry Schein stockholders as of January 17, 2019 (the "Distribution"). After the Distribution, Henry Schein does not own any shares of the Issuer.

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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