Sec Form 4 Filing - CD&R Investment Associates IX, Ltd. @ COVETRUS, INC. - 2019-09-30

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
CD&R Investment Associates IX, Ltd.
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)
C/O M+C CORPORATE SERVICES LIMITED, P.O. BOX 309 UGLAND HSE, SOUTH CHURCH ST
3. Date of Earliest Transaction (MM/DD/YY)
09/30/2019
(Street)
GEORGE TOWN, E9KY1-1104
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
Common Stock 09/30/2019 J( 1 )( 2 ) 198,720 D $ 43.05 11,066,478 I By affiliate ( 3 )
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
Series A Preferred Stock $ 11.1 ( 4 ) 05/19/2020 P 250,000 ( 5 )( 6 )( 7 )( 8 ) ( 5 )( 6 )( 7 )( 8 ) Common Stock 250,000 ( 4 ) 250,000 I By affiliate ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CD&R Investment Associates IX, Ltd.
C/O M+C CORPORATE SERVICES LIMITED
P.O. BOX 309 UGLAND HSE, SOUTH CHURCH ST
GEORGE TOWN, E9KY1-1104
X
CD&R VFC Holdings L.P.
C/O M+C CORPORATE SERVICES LIMITED
P.O. BOX 309 UGLAND HSE, SOUTH CHURCH ST
GEORGE TOWN, E9KY1-1104
X
Signatures
CD&R Investment Associates IX, Ltd., By: Theresa A. Gore, CFO, Treas. and Sec. 05/20/2020
Signature of Reporting Person Date
CD&R VFC Holdings, L.P., By: CD&R Investment Associates IX, Ltd, general partner; By: /s/ Theresa A. Gore, CFO, Treas. and Sec. 05/20/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )CD&R VFC Holdings, L.P. ("CD&R Stockholder") directly owns 11,066,478 shares of common stock (the "Common Stock") of Covetrus, Inc. (the "Issuer"). CD&R Stockholder acquired 11,265,198 shares of Common Stock on February 7, 2019 pursuant to the agreement and plan of merger (the "Merger Agreement"), dated April 20, 2018, by and among Henry Schein, Inc., a Delaware corporation ("Henry Schein"), HS Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer ("Merger Sub"), and Direct Vet Marketing, Inc., a Delaware corporation ("Vets First Choice"), pursuant to which the Issuer merged with and into Vets First Choice, with Vets First Choice surviving the merger as a wholly-owned subsidiary of the Issuer (the "Merger"). Of the 11,265,198 shares of Common Stock issued to CD&R Stockholder in the Merger, 554,651 shares were held in escrow in respect of purchase price adjustments relating to certain tax indemnity payments.
( 2 )On September 30, 2019, pursuant to the terms of the Merger Agreement, 198,720 of such shares held in escrow were released to the Issuer and cancelled, with the remaining 355,931 shares of Common Stock released back to CD&R Stockholder.
( 3 )CD&R Investment Associates IX, Ltd., as the general partner of CD&R Stockholder, may be deemed to beneficially own the shares of Common Stock and 7.5% Series A Preferred Stock (the "Preferred Stock") held by CD&R Stockholder. CD&R Investment Associates IX, Ltd. expressly disclaims beneficial ownership of the shares of Common Stock and Preferred Stock held by CD&R Stockholder, except to the extent of its pecuniary interest therein.
( 4 )CD&R Stockholder directly owns 250,000 shares of Preferred Stock of the Issuer, which are convertible into shares of Common Stock at a price per share of $11.10, which is subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization of similar event.
( 5 )The Series A Preferred Stock is convertible at any time at the option of the holder and has no expiration date. Unless certain stockholder approval is obtained, no holder may convert any share of Series A Preferred Stock if the conversion of such share would result in such holder beneficially owning more than 19.99% of the then-outstanding stockholder voting power of the Issuer.
( 6 )The Issuer may, at its option, require conversion of all (but not less than all) of the outstanding shares of Series A Preferred Stock to shares of the Common Stock if (i) at any time, the Issuer satisfies certain financial metrics or (ii) the volume weighted average price of the Common Stock on any trading day (a) until (but not including) the date that is two years from the issuance date, exceeds 200%, (b) from the date that is two years from the issuance date until (but not including) the date that is two years and six months from the issuance date, exceeds 195%, (c) from the date that is two years and six months from the issuance date until (but not including) the date that is three years from the issuance date, exceeds 190%, (d) from the date that is three years from the issuance date until (but not including) the date that is three years and six months from the issuance date, exceeds 185%, (continued next footnote)
( 7 )(e) from the date that is three years and six months from the issuance date until (but not including) the date that is four years from the issuance date, exceeds 180%, and (f) at any time thereafter, exceeds 175%, in each case, of the then-effective conversion price for at least 20 out of the 30 trailing trading days. The Series A Preferred Stock accrues dividends at a rate of 7.50% per annum, payable in cash or in additional shares of Series A Preferred Stock.
( 8 )Holders of Series A Preferred Stock are also entitled to receive certain dividends declared or paid on the Common Stock on an as-converted basis.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.