Sec Form 3 Filing - Tenaya Capital VII GP, LLC @ 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
Tenaya Capital VII GP, LLC
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)
3101 PARK BOULEVARD,
3. Date of Earliest Transaction (MM/DD/YY)
08/09/2022
(Street)
PALO ALTO, CA94306
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 4,024,849 I By Tenaya Capital VII, LP ( 1 )
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
Tenaya Capital VII GP, LLC
3101 PARK BOULEVARD
PALO ALTO, CA94 306
X
Tenaya Capital VII, LP
3101 PARK BOULEVARD
PALO ALTO, CA94306
X
Banahan Thomas
C/O TENAYA CAPITAL
3101 PARK BOULEVARD
PALO ALTO, CA94306
X
Boyer Benjamin
C/O TENAYA CAPITAL
3101 PARK BOULEVARD
PALO ALTO, CA94306
X
Gollmer Stewart
C/O TENAYA CAPITAL
3101 PARK BOULEVARD
PALO ALTO, CA94306
X
Melton Brian
C/O TENAYA CAPITAL
3101 PARK BOULEVARD
PALO ALTO, CA94306
X
Paul Brian
C/O TENAYA CAPITAL
3101 PARK BOULEVARD
PALO ALTO, CA94306
X
Signatures
Tenaya Capital VII GP, LLC, its General Partner, By /s/ Thomas Banahan, Managing Member 02/15/2023
Signature of Reporting Person Date
Tenaya Capital VII, LP, By: Tenaya Capital VII GP, LLC, its General Partner, By /s/ Thomas Banahan, Managing Member 02/14/2023
Signature of Reporting Person Date
/s/ Thomas Banahan 02/14/2023
Signature of Reporting Person Date
/s/ Benjamin Boyer 02/14/2023
Signature of Reporting Person Date
/s/ Stewart Gollmer 02/14/2023
Signature of Reporting Person Date
/s/ Brian Melton 02/14/2023
Signature of Reporting Person Date
/s/ Brian Paul 02/14/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares are held by Tenaya Capital VII, LP ("Tenaya VII"). Tenaya Capital VII GP, LLC ("Tenaya VII GP") is the sole general partner of Tenaya VII. Thomas Banahan, Benjamin Boyer, Stewart Gollmer, Brian Melton and Brian Paul are Managing Members of Tenaya VII GP and may be deemed to have shared voting and investment power over these shares. Each of Tenaya VII GP and Messrs. Banahan, Boyer, Gollmer, Melton and Paul disclaims beneficial ownership of the shares held by Tenaya VII except to the extent of its or his pecuniary interest therein.

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.