Sec Form 3 Filing - P2 Capital Partners, LLC @ Inotiv, Inc. - 2021-11-05

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
P2 Capital Partners, LLC
2. Issuer Name and Ticker or Trading Symbol
Inotiv, Inc. [ NOTV]
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)
590 MADISON AVENUE, 25TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/05/2021
(Street)
NEW YORK, NY10022
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 Shares 2,946,961 I By LLC( 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
P2 Capital Partners, LLC
590 MADISON AVENUE
25TH FLOOR
NEW YORK, NY10022
X
Savanna Holdings, LLC
C/O P2 CAPITAL PARTNERS, LLC
590 MADISON AVENUE, 25TH FLOOR
NEW YORK, NY10022
X
P2 Capital Master Fund I, L.P.
C/O P2 CAPITAL PARTNERS, LLC
590 MADISON AVENUE, 25TH FLOOR
NEW YORK, NY10022
Affiliate of 10% owner
P2 Capital Fund IV, L.P.
C/O P2 CAPITAL PARTNERS, LLC
590 MADISON AVENUE, 25TH FLOOR
NEW YORK, NY10022
Affiliate of 10% owner
MOLLER CLAUS J
C/O P2 CAPITAL PARTNERS, LLC
590 MADISON AVENUE, 25TH FLOOR
NEW YORK, NY10022
X
Signatures
P2 CAPITAL PARTNERS, LLC; By: /s/ Claus Moller, Managing Member 11/15/2021
Signature of Reporting Person Date
SAVANNA HOLDINGS, LLC; By: P2 Capital Master Fund I, L.P., as Managing Member; By: P2 Capital Partners, LLC, as Investment Manager; By: /s/ Claus Moller, Managing Member 11/15/2021
Signature of Reporting Person Date
P2 CAPITAL MASTER FUND I, L.P.; By: P2 Capital Partners, LLC, as Investment Manager; By: /s/ Claus Moller, Managing Member 11/15/2021
Signature of Reporting Person Date
P2 CAPITAL FUND IV, L.P.; By: P2 Capital Partners, LLC, as Investment Manager; By: /s/ Claus Moller, Managing Member 11/15/2021
Signature of Reporting Person Date
/s/ Claus Moller 11/15/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )P2 Capital Master Fund I, L.P. and P2 Capital Fund IV, L.P. ("Fund IV"), as the holders of all Class A membership interests in Savanna Holdings, LLC ("Savanna Holdings"), and Fund IV, as the holder of all Class B membership interests in Savanna Holdings, have exclusive control over the common shares held by Savanna Holdings in respect of such membership interests and, therefore, may each be deemed to own beneficially such common shares that are held directly by Savanna Holdings. Each of the reporting persons (other than Savanna Holdings) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this Form.

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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