Sec Form 4 Filing - Stanford Scott @ Wag! Group Co. - 2023-03-16

Insider filing report for Changes in Beneficial Ownership
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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
Stanford Scott
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)
505 HOWARD STREET, SUITE 201
3. Date of Earliest Transaction (MM/DD/YY)
03/16/2023
(Street)
SAN FRANCISCO, CA94105
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 03/16/2023 P 573,374 A $ 2.03 ( 1 ) 1,565,810 I By ACME Opportunity Fund, LP ( 2 )
Common Stock 03/17/2023 P 82,693 A $ 2.02 ( 3 ) 1,648,503 I By ACME Opportunity Fund, LP ( 2 )
Common Stock 5,348,634 I By SherpaVentures Fund II, LP ( 4 )
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
Stanford Scott
505 HOWARD STREET, SUITE 201
SAN FRANCISCO, CA94105
X
SherpaVentures Fund II GP, LLC
505 HOWARD STREET, SUITE 201
SAN FRANCISCO, CA94105
X
ACME Opportunity Fund GP, LLC
505 HOWARD STREET, SUITE 201
SAN FRANCISCO, CA94105
X
ACME Opportunity Fund, LP
505 HOWARD STREET, SUITE 201
SAN FRANCISCO, CA94105
X
SherpaVentures Fund II, LP
505 HOWARD STREET, SUITE 201
SAN FRANCISCO, CA94105
X
Signatures
/s/ Scott Stanford 03/20/2023
Signature of Reporting Person Date
SherpaVentures Fund II GP, LLC, By /s/ Scott Stanford, Manager 03/20/2023
Signature of Reporting Person Date
ACME Opportunity Fund GP, LLC, By /s/ Scott Stanford, Manager 03/20/2023
Signature of Reporting Person Date
ACME Opportunity Fund, LP, By: ACME Opportunity Fund GP, LLC, its general partner, By /s/ Scott Stanford, Manager 03/20/2023
Signature of Reporting Person Date
SherpaVentures Fund II, LP, By: SherpaVentures Fund II GP, LLC, its general partner, By /s/ Scott Stanford, Manager 03/20/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.72 to $2.05 inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
( 2 )Shares are held by ACME Opportunity Fund, LP ("ACME Opportunity Fund"). ACME Opportunity Fund GP, LLC ("ACME Opportunity GP") is the general partner of ACME Opportunity Fund and may be deemed to beneficially own the shares held by ACME Opportunity Fund. Scott Stanford is the managing member of ACME Opportunity GP and may be deemed to beneficially own the shares held by ACME Opportunity Fund. Each of ACME Opportunity GP and Mr. Stanford disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein.
( 3 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.84 to $2.04 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
( 4 )Shares are held by SherpaVentures Fund II, LP ("ACME Fund II"). SherpaVentures Fund II GP, LLC ("ACME GP II") is the general partner of ACME Fund II and may be deemed to beneficially own the shares held by ACME Fund II. Scott Stanford is the managing member of ACME GP II and may be deemed to beneficially own the shares held by ACME Fund II. Each of ACME GP II and Mr. Stanford disclaims beneficial ownership in these shares except to the extent of its or his respective pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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