SEC Info - Ludlow Timothy - ‘4’ for 5/17/19 re: Covetrus, Inc.

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ludlow Timothy

(Last)

(First)

(Middle)

7 CUSTOM HOUSE STREET

(Street)

PORTLAND

04101

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COVETRUS, INC. [ CVET ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
5/17/19

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	5/17/19		M		11,498	A	$5.67	134,239	D
Common Stock	5/17/19		S		11,498	D	$27.8739 ⁽¹⁾	122,741	D
Common Stock	5/17/19		S		70,000	D	$28.0344 ⁽²⁾	52,741	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$5.67	5/17/19		M			11,498	⁽³⁾	6/9/27	Common Stock	11,498	$0	2,010	D
Employee Stock Option (right to buy) ⁽⁴⁾	$0.37							⁽⁵⁾	4/15/25	Common Stock	73,644		73,644	D
Employee Stock Option (right to buy) ⁽⁴⁾	$5.67							⁽⁶⁾	6/9/27	Common Stock	58,443		58,443	D
Employee Stock Option (right to buy) ⁽⁴⁾	$37.47							⁽⁷⁾	2/27/29	Common Stock	23,624		23,624	D
Restricted Stock Units ⁽⁴⁾	⁽⁸⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	8,006		8,006	D

Explanation of Responses:

(1) Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $27.44 - $28.00. The reporting person hereby undertakes, upon request by the Commission staff, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

(2) Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $27.44 - $28.39. The reporting person hereby undertakes, upon request by the Commission staff, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

(3) The stock options were granted on June 9, 2017. As of May 21, 2019, the stock options are vested and exercisable as to 12,031 shares and thereafter shall vest and become exercisable as to 1,163 shares on December 9, 2019, and as to 314 shares on December 9, 2020. This disclosure supersedes the disclosure on the Form 3 filed on February 19, 2019 by the Reporting Person.

(4) No transaction is being reported on this line. Reported on a previously filed Form 3 or Form 4.

(5) The stock options were granted on April 15, 2015. The stock options vested and became exercisable as to 25% of the total shares on April 15, 2016 and thereafter, vest and become exercisable in 36 successive, equal monthly installments.

(6) The stock options were granted on June 9, 2017. The stock options vested and became exercisable as to 25% of the total shares on June 9, 2018 and thereafter, vest and become exercisable in 36 successive, equal monthly installments.

(7) The stock options were granted on February 27, 2019. The stock options vest and become exercisable in three equal annual installments beginning on February 27, 2020.

(8) Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof.

(9) Subject to the Reporting Person's continuous service as an employee of the Issuer, the RSUs will vest in three equal annual installments beginning on February 27, 2020.

Remarks:

Senior Vice President and Chief Transformation Officer

	/s/ Erin Powers Brennan, as attorney-in-fact for Timothy Ludlow	5/21/19
	** Signature of Reporting Person	Date
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.

____________ Transaction Codes:
M	Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.
S	Open market or private sale of non-derivative or derivative security.

Ludlow Timothy – ‘4’ for 5/17/19 re: Covetrus, Inc.

On: Tuesday, 5/21/19, at 5:40pm ET · For: 5/17/19 · Accession #: 1752836-19-17 · File #: 1-38794

Previous ‘4’: ‘4’ on 3/1/19 for 2/27/19 · Next: ‘4’ on 1/24/20 for 1/14/20 · Latest: ‘4’ on 6/22/21 for 6/18/21

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Ludlow Timothy – ‘4’ for 5/17/19 re: Covetrus, Inc.

On: Tuesday, 5/21/19, at 5:40pm ET · For: 5/17/19 · Accession #: 1752836-19-17 · File #: 1-38794

Previous ‘4’: ‘4’ on 3/1/19 for 2/27/19 · Next: ‘4’ on 1/24/20 for 1/14/20 · Latest: ‘4’ on 6/22/21 for 6/18/21

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents