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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Pet DRx CORP [ EHHA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/11/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 01/09/2008 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, $.00001 par value | 12/11/2007 | P | 10,000 | A | $7.9 | 30,427 | I | See Footnote(1) | ||
Common Stock, $.00001 par value | 11/19/2007 | L | 200 | A | $7.97 | 200 | I | By Children(2) | ||
Common Stock, $.00001 par value | 11/26/2007 | L | 100 | A | $8 | 100 | I | By IRA for Spouse(2) | ||
Common Stock, $.00001 par value | 01/04/2008 | A | 19,275 | A | (3) | 116,931 | D | |||
Common Stock, $.00001 par value | 01/04/2008 | A | 57,825 | A | (4) | 57,825 | I | See Footnote(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants (right to buy) | $6.16 | 01/04/2008 | A | 15,420 | 01/04/2008 | 02/08/2016 | Common Stock | 15,420 | (6) | 15,420 | D | ||||
Options (right to buy) | $5.71 | 01/04/2008 | A | 13,878 | (9) | 08/28/2016 | Common Stock | 13,878 | (7) | 13,878 | D | ||||
Options (right to buy) | $6.16 | 01/04/2008 | A | 13,878 | (10) | 09/26/2017 | Common Stock | 13,878 | (8) | 13,878 | D |
Explanation of Responses: |
1. By Windy City, Inc. Mr. Kanter is the president and a director of Windy City, Inc. |
2. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
3. Received in exchange for 25,000 shares of the common stock of XLNT Veterinary Care, Inc. ("XLNT") in connection with the merger of Pet DRx Acquisition Company with and into XLNT (the "Merger"). |
4. Received in exchange for 75,000 shares of the common stock of XLNT in connection with the Merger |
5. By the Kanter Family Foundation. Mr. Kanter is the president of the Kanter Family Foundation. |
6. Received in the Merger in exchange for warrants to purchase 20,000 shares of the common stock of XLNT for $4.75 per share. |
7. Received in the Merger in exchange for employee stock option to acquire 18,000 shares of the common stock of XLNT for $4.40 per share. |
8. Received in the Merger in exchange for employee stock option to acquire 18,000 shares of the common stock of XLNT for $4.75 per share. |
9. The options were granted on 8/28/06. Twenty-five percent of the options vest on the first anniversary of the grant date and 2.0833% shall vest each month thereafter. |
10. The options were granted on 9/26/07. Twenty-five percent of the options vest on the first anniversary of the grant date and 2.0833% shall vest each month thereafter. |
Remarks: |
/s/ Joel S. Kanter | 01/10/2008 | |
** 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. |