SEC FORM 4

SEC Form 4

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^*

ZIMMERMAN HARRY L

(Last)

(First)

(Middle)

215 CENTERVIEW DRIVE

SUITE 360

(Street)

BRENTWOOD

37027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Pet DRx CORP [ VETS ]

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

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Frm. CFO; resign. eff. 7/1/10

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2010

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	07/01/2010		S		100	D	$0.3352⁽¹⁾	0	D
Common Stock	07/01/2010		M		27,033	A	$0	27,033	D
Common Stock	07/01/2010		S		27,033	D	$0.3352⁽¹⁾	0	D
Common Stock	07/01/2010		M		80,965	A	$0	80,965	D
Common Stock	07/01/2010		S		80,965	D	$0.3352⁽¹⁾	0	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)
Stock Option (right to buy)	$0.1352⁽²⁾	07/01/2010		M			199,900	⁽⁴⁾	03/18/2019	Common Stock	27,033	$0	0	D
Warrant (right to buy)	$0.1	07/01/2010		M			115,385	07/28/2009	01/21/2016	Common Stock	80,965	$0⁽³⁾	0	D

Explanation of Responses:

1. The per share purchase price of the common stock of Pet DRx Corproation of $0.33523 (the "Per Share Purchase Price") was determined in connection with that certain Stock Purchase Agreement, dated as of June 2, 2010, by and among Snow Merger Acquisition, Inc., VCA Antech, Inc., Harry L. Zimmerman, an individual in his capacity as the sellers' representative, and those parties listed as a seller on the signature pages thereto.

2. The stock option exercise price shown above equals the difference between (i) the Per Share Purchase Price and (ii) the per-share exercise price pursuant to the terms of the stock option, which is $0.20.

3. Reporting Person elected to exercise the warrant in a cashless exercise pursuant to Section 18 of the warrant. Using the Per Share Purchase Price as the "market price" of the common stock underlying the warrant, Reporting Person paid no cash consideration and received 80,965 shares of common stock.

4. 33.33% of the options vested immediately upon the date of grant, and 2.78% vest ratably each month thereafter.

Remarks:

	/s/ Harry L. Zimmerman	07/02/2010
	** 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).
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