Sec Form 4/A Filing - CD&R Investment Associates IX, Ltd. @ COVETRUS, INC. - 2020-09-09

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FORM 4/A
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
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)
09/09/2020
(Street)
GEORGE TOWN, E9KY1-1104
4. If Amendment, Date Original Filed (MM/DD/YY)
09/11/2020
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 09/09/2020 C( 1 ) 14,357,478 A $ 0 25,423,956 I By affiliate ( 2 )
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
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. 11/20/2020
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. 11/20/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 9, 2020, 159,368 shares of 7.5% Series A Preferred Stock (the "Preferred Stock") of Covetrus, Inc. (the "Issuer") were converted into 14,357,477 shares of common stock of the Issuer (the "Common Stock") at the option of the Issuer, pursuant to the terms of the certificate of designations, preferences and right governing the Preferred Stock.
( 2 )These securities are owned directly by CD&R VFC Holdings, L.P. ("CD&R Stockholder"). 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 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.

Remarks:
This Form 4 Amendment is being filed to correct the transaction code which was inadvertently misstated on the Form 4 file on September 11, 2020.

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).
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