Sec Form 3 Filing - General Catalyst Group VII, L.P. @ Wag! Group Co. - 2022-08-09

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 3
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
General Catalyst Group VII, L.P.
2. Issuer Name and Ticker or Trading Symbol
Wag! Group Co. [ PET]
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 GENERAL CATALYST PARTNERS, 20 UNIVERSITY ROAD 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/09/2022
(Street)
CAMBRIDGE, MA02138
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 6,976,530( 1 ) I Directly held by General Catalyst Group VII, L.P.( 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
General Catalyst Group VII, L.P.
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD 4TH FLOOR
CAMBRIDGE, MA02138
X
General Catalyst Partners VII, L.P.
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD 4TH FLOOR
CAMBRIDGE, MA02138
X
General Catalyst GP VII, LLC
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD STE 450
CAMBRIDGE, MA02138
X
General Catalyst Group Management, LLC
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD STE 450
CAMBRIDGE, MA02138
X
General Catalyst Group Management Holdings, L.P.
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD STE 450
CAMBRIDGE, MA02138
X
General Catalyst Group Management Holdings GP, LLC
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD STE 450
CAMBRIDGE, MA02138
X
CHENAULT KENNETH I
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD STE 450
CAMBRIDGE, MA02138
X
Cutler Joel E
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD STE 450
CAMBRIDGE, MA02138
X
Fialkow David P
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD STE 450
CAMBRIDGE, MA02138
X
Taneja Hemant
C/O GENERAL CATALYST PARTNERS
20 UNIVERSITY ROAD STE 450
CAMBRIDGE, MA02138
X
Signatures
General Catalyst Group VII LP, General Catalyst Partners VII LP, General Catalyst GP VII, LLC, General Catalyst Group Management, LLC, General Catalyst Group Management Holdings, LP, General Catalyst Group Management Holdings GP, LLC, /s/ Chris McCain 08/09/2022
Signature of Reporting Person Date
General Catalyst Partners VII, L.P., General Catalyst GP VII, LLC, General Catalyst Group Management, LLC, General Catalyst Group Management Holdings, L.P., General Catalyst Group Management Holdings GP, LLC, /s/ Christopher McCain 08/09/2022
Signature of Reporting Person Date
General Catalyst Partners VII, L.P., General Catalyst GP VII, LLC, General Catalyst Group Management, LLC, General Catalyst Group Management Holdings, L.P., General Catalyst Group Management Holdings GP, LLC, /s/ Christopher McCain 08/09/2022
Signature of Reporting Person Date
General Catalyst Group Management, LLC, General Catalyst Group Management Holdings, L.P., General Catalyst Group Management Holdings GP, LLC, /s/ Christopher McCain, Chief Legal Officer 08/09/2022
Signature of Reporting Person Date
General Catalyst Group Management Holdings, L.P., General Catalyst Group Management Holdings GP, LLC, /s/ Christopher McCain, Chief Legal Officer 08/09/2022
Signature of Reporting Person Date
General Catalyst Group Management Holdings GP, LLC, /s/ Christopher McCain, Chief Legal Officer 08/09/2022
Signature of Reporting Person Date
/s/ Christopher McCain, attorney-in-fact for Kenneth Chenault 08/09/2022
Signature of Reporting Person Date
/s/ Christopher McCain, attorney-in-fact for Joel Cutler 08/09/2022
Signature of Reporting Person Date
/s/ Christopher McCain, attorney-in-fact for David Fialkow 08/09/2022
Signature of Reporting Person Date
/s/ Christopher McCain, attorney-in-fact for Hemant Taneja 08/09/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person acquired these securities on August 2, 2022, as consideration and in exchange for the Reporting Person's holdings in Wag Labs, Inc. ("Old Wag!") pursuant to a definitive Business Combination Agreement dated February 2, 2022, by and among CHW Acquisition Corporation (the predecessor to the Issuer), CHW Merger Sub Inc., and Old Wag!.
( 2 )General Catalyst GP VII, LLC ("GP VII, LLC") is the general partner of General Catalyst Partners VII, L.P. ("GP VI LP"), which is the general partner of General Catalyst Group VII, L.P. ("GC Group VII LP"). General Catalyst Group Management Holdings GP, LLC ("GCGMH LLC") is the general partner of General Catalyst Group Management Holdings, L.P. ("GCGMH"), which is the manager of General Catalyst Group Management, LLC ("GCGM"), which is the manager of GP VII, LLC. Each of Kenneth Chenault, Joel Cutler, David Fialkow, and Hemant Taneja is a managing member of GCGMH LLC and shares voting and investment power over the shares held by GC Group VII LP. Each Reporting Person disclaims beneficial ownership of the shares held of record by GC Group VII LP, 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).

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.