Sec Form 4 Filing - Scooby Aggregator, LP @ Petco Health & Wellness Company, Inc. - 2021-01-19

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 Scooby Aggregator, LP 2. Issuer Name and Ticker or Trading Symbol Petco Health & Wellness Company, Inc. [ WOOF] 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 CVC CAPITAL PARTNERS, ONE MARITIME PLAZA, 16TH FL, 300 CLAY ST 3. Date of Earliest Transaction (MM/DD/YY) 01/19/2021 (Street) SAN FRANCISCO, CA94111 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 Private Company Class A Common Stock 01/19/2021 J( 1 ) 1,603,951,046 D 0 I By Scooby Aggregator, LP ( 2 ) Class A Common Stock 01/19/2021 J( 1 ) 171,224,140 A 171,224,140 I By Scooby Aggregator, LP ( 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 Class B-1 Common Stock ( 1 ) 01/19/2021 J( 1 ) 37,790,781 ( 1 ) ( 1 ) Class A Common Stock 37,790,781 ( 1 ) 37,790,781 I By Scooby Aggregator, LP ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Scooby Aggregator, LP C/O CVC CAPITAL PARTNERS ONE MARITIME PLAZA, 16TH FL, 300 CLAY ST SAN FRANCISCO, CA94111 X Scooby LP C/O CVC CAPITAL PARTNERS ONE MARITIME PLAZA, 16TH FL, 300 CLAY ST SAN FRANCISCO, CA94111 X Scooby GP LLC C/O CVC CAPITAL PARTNERS ONE MARITIME PLAZA, 16TH FL, 300 CLAY ST SAN FRANCISCO, CA94111 X Scooby Aggregator GP, LLC C/O CVC CAPITAL PARTNERS ONE MARITIME PLAZA, 16TH FL, 300 CLAY ST SAN FRANCISCO, CA94111 X Signatures Scooby LP; By Scooby GP, LLC, its general partner; By /s/ Cameron Breitner, Authorized Signatory 01/19/2021 Signature of Reporting Person Date Scooby GP, LLC; By /s/ Cameron Breitner, Authorized Signatory 01/19/2021 Signature of Reporting Person Date Scooby Aggregator, LP; By Scooby Aggregator GP, LLC, its general partner; By /s/ Cameron Breitner, Authorized Signatory 01/19/2021 Signature of Reporting Person Date Scooby Aggregator GP, LLC; By Scooby LP, its sole member; By /s/ Cameron Breitner, Authorized Signatory 01/19/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with a recapitalization of the Issuer, which was effected on January 19, 2021 prior to the closing of the Issuer's initial public offering, Scooby Aggregator, LP exchanged its shares of Private CompanyClass A Common Stock for new shares of Class A Common Stock and Class B-1 Common Stock for no consideration. Each share of Class B-1 Common Stock is convertible into one share of Class A Common Stock at the option of the holder and has no expiration date. ( 2 )These securities are held of record by Scooby Aggregator, LP. The general partner of Scooby Aggregator LP is Scooby Aggregator GP, LLC, a member-managed limited liability company whose sole member is Scooby LP. The general partner of Scooby LP is Scooby GP LLC, a member-managed limited liability company whose sole members are CVC Pet LP and CPP Investments. Each of Scooby Aggregator LP, Scooby LP, Scooby GP LLC, CVC Pet LP and CPP Investments disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities and Exchange Act of 1934, as amended, except to the extent of their pecuniary interest therein, if any.

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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