0001209191-22-046835.txt : 20220819 0001209191-22-046835.hdr.sgml : 20220819 20220819162651 ACCESSION NUMBER: 0001209191-22-046835 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220809 FILED AS OF DATE: 20220819 DATE AS OF CHANGE: 20220819 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FLEISCHER RUSSELL L CENTRAL INDEX KEY: 0001108424 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40764 FILM NUMBER: 221181154 MAIL ADDRESS: STREET 1: 2180 RUTHERFORD ROAD CITY: CARLSBAD STATE: CA ZIP: 92008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TOBIN SCOTT R CENTRAL INDEX KEY: 0001199926 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40764 FILM NUMBER: 221181151 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: SUITE 1100 CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROWN MICHAEL MAURICE CENTRAL INDEX KEY: 0001354614 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40764 FILM NUMBER: 221181156 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: SUITE 1100 CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thakker Dharmesh CENTRAL INDEX KEY: 0001869544 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40764 FILM NUMBER: 221181152 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE, SUITE 1100 CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Feldman Jesse CENTRAL INDEX KEY: 0001568322 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40764 FILM NUMBER: 221181155 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: SUITE 1100 CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stoner Chelsea R. CENTRAL INDEX KEY: 0001741527 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40764 FILM NUMBER: 221181153 MAIL ADDRESS: STREET 1: C/O AVALARA, INC. STREET 2: 255 SOUTH KING ST., SUITE 1800 CITY: SEATTLE STATE: WA ZIP: 98104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Agrawal Neeraj CENTRAL INDEX KEY: 0001532809 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40764 FILM NUMBER: 221181157 MAIL ADDRESS: STREET 1: ONE MARINA PARK DRIVE STREET 2: SUITE 1100 CITY: BOSTON STATE: MA ZIP: 02210 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Wag! Group Co. CENTRAL INDEX KEY: 0001842356 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 55 FRANCISCO STREET, SUITE 360 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: (707) 324-4219 MAIL ADDRESS: STREET 1: 55 FRANCISCO STREET, SUITE 360 CITY: SAN FRANCISCO STATE: CA ZIP: 94133 FORMER COMPANY: FORMER CONFORMED NAME: CHW Acquisition Corp DATE OF NAME CHANGE: 20210126 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2022-08-09 0 0001842356 Wag! Group Co. PET 0001532809 Agrawal Neeraj ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 0001354614 BROWN MICHAEL MAURICE ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 0001568322 Feldman Jesse ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 0001108424 FLEISCHER RUSSELL L ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 0001741527 Stoner Chelsea R. ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 0001869544 Thakker Dharmesh ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 0001199926 TOBIN SCOTT R ONE MARINA PARK DRIVE, SUITE 1100 BOSTON MA 02210 0 0 1 0 Common Stock 69368 I By Battery Investment Partners XI, LLC Common Stock 1496758 I By Battery Ventures XI-A, L.P. Common Stock 395478 I By Battery Ventures XI-B, L.P. Common Stock 1555040 I By Battery Ventures XI-A Side Fund, L.P. Common Stock 337196 I By Battery Ventures XI-B Side Fund, L.P. In connection with the merger of Wag Labs, Inc. into CHW Merger Sub, Inc. with Wag Labs, Inc. being the surviving entity and becoming a subsidiary of Wag! Group Co. (the "Business Combination"), the Business Combination Agreement provides that certain eligible company equity holders will receive earn-out shares as additional consideration for the Company interests acquired in connection with the business combination, for no consideration, after certain triggering events as defined in the Business Combination Agreement. The Reporting Persons' rights to receive additional shares pursuant to this earn-out right became fixed on August 9, 2022, the effective date of the Business Combination. Shares held by Battery Investment Partners XI, LLC ("BIP XI"). Battery Partners XI, LLC ("BP XI") is the managing member of BIP XI and may be deemed to beneficially own the shares held by BIP XI. Neeraj Agrawal, Michael Brown, Jesse Feldman, Russell Fleischer, Roger Lee, Chelsea Stoner, Dharmesh Thakker, and Scott Tobin (collectively the "BP XI Managing Members") are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by BIP XI. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Lee is a director of the Issuer and files separate Section 16 reports. Shares held by Battery Ventures XI-A, L.P. ("BV XI-A"). BP XI is the general partner of BV XI-A and may be deemed to beneficially own the shares held by BV XI-A. The BP XI Managing Members are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by BP XI-A. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Lee is a director of the Issuer and files separate Section 16 reports. Shares held by Battery Ventures XI-B, L.P. ("BV XI-B"). BP XI is the general partner of BV XI-B and may be deemed to beneficially own the shares held by BV XI-B. The BP XI Managing Members are the managing members of BP XI and may be deemed to share voting and dispositive power over the securities held by BP XI-B. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Lee is a director of the Issuer and files separate Section 16 reports. Shares held by Battery Ventures XI-A Side Fund, L.P. ("BV XI-A SF"). Battery Partners XI Side Fund, LLC ("BP XI SF") is the general partner of BV XI-A SF and may be deemed to beneficially own the shares held by BV XI-A SF. The BP XI Managing Members are the managing members of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BP XI-A SF. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Lee is a director of the Issuer and files separate Section 16 reports. Shares held by Battery Ventures XI-B Side Fund, L.P. ("BV XI-B SF"). BP XI SF is the general partner of BV XI-B SF and may be deemed to beneficially own the shares held by BV XI-B SF. The BP XI Managing Members are the managing members of BP XI SF and may be deemed to share voting and dispositive power over the securities held by BP XI-B SF. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of his, her or its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of for any other purpose. Mr. Lee is a director of the Issuer and files separate Section 16 reports. 2 of 2: The number of joint filers exceeds the EDGAR maximum of 10 joint filers per Form. This Form 4 is being filed in conjunction with a Form 4 being filed by Battery Partners XI, LLC and other filing persons. /s/ Christopher Schiavo, as Attorney-in-Fact for Neeraj Agrawal 2022-08-19 /s/ Christopher Schiavo, as Attorney-in-Fact for Michael M. Brown 2022-08-19 /s/ Christopher Schiavo, as Attorney-in-Fact for Jesse Feldman 2022-08-19 /s/ Christopher Schiavo, as Attorney-in-Fact for Russell L. Fleischer 2022-08-19 /s/ Christopher Schiavo, as Attorney-in-Fact for Chelsea Stoner 2022-08-19 /s/ Christopher Schiavo, as Attorney-in-Fact for Dharmesh Thakker 2022-08-19 /s/ Christopher Schiavo, as Attorney-in-Fact for Scott R. Tobin 2022-08-19