0001752836-22-000146.txt : 20221013
0001752836-22-000146.hdr.sgml : 20221013
20221013110446
ACCESSION NUMBER: 0001752836-22-000146
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20221013
FILED AS OF DATE: 20221013
DATE AS OF CHANGE: 20221013
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Wraight Georgina
CENTRAL INDEX KEY: 0001766040
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38794
FILM NUMBER: 221308433
MAIL ADDRESS:
STREET 1: C/O COVETRUS, INC.
STREET 2: 7 CUSTOM HOUSE STREET
CITY: PORTLAND
STATE: ME
ZIP: 04101
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: COVETRUS, INC.
CENTRAL INDEX KEY: 0001752836
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912]
IRS NUMBER: 831448706
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 7 CUSTOM HOUSE STREET
CITY: PORTLAND
STATE: ME
ZIP: 04101
BUSINESS PHONE: 888-280-2221
MAIL ADDRESS:
STREET 1: 7 CUSTOM HOUSE STREET
CITY: PORTLAND
STATE: ME
ZIP: 04101
FORMER COMPANY:
FORMER CONFORMED NAME: HS Spinco, Inc.
DATE OF NAME CHANGE: 20180912
4
1
wf-form4_166567347327233.xml
FORM 4
X0306
4
2022-10-13
0
0001752836
COVETRUS, INC.
CVET
0001766040
Wraight Georgina
7 CUSTOM HOUSE STREET
PORTLAND
ME
04101
0
1
0
0
See Remarks
Common Stock
2022-10-13
4
D
0
95406
0
D
0
D
Restricted Stock Units
2022-10-13
4
D
0
134297
0
D
Common Stock
134297.0
0
D
Employee Stock Option (right to buy)
8.6
2022-10-13
4
D
0
61805
0
D
2028-01-28
Common Stock
61805.0
0
D
In connection with the merger of Corgi Merger Sub, Inc. ("Merger Sub") with and into the Issuer (the "Merger") pursuant to that certain Agreement and Plan of Merger, dated as of May 24, 2022, as amended from time to time, by and among the Issuer, Corgi Bidco, Inc. and Merger Sub, Inc. ("Merger Agreement"), shares of common stock, par value $0.01 per share, of the Issuer (the "Shares" and each a "Share"), were converted into the right to receive $21.00 per Share in cash, without interest (the "Merger Consideration").
Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock or the cash value thereof.
Pursuant to the Merger Agreement, outstanding RSUs vested (to the extent unvested) and were terminated and cancelled in exchange for the right to receive a lump sum cash payment equal to (x) the number of Shares underlying such RSUs immediately prior to the effective time of the Merger, multiplied by (y) the Merger Consideration.
Pursuant to the Merger Agreement, outstanding options were terminated and cancelled in exchange for the right to receive a lump sum cash payment equal to (x) the number of Shares underlying such options immediately prior to the effective time of the Merger, multiplied by (y) the Merger Consideration minus the applicable exercise price.
Executive Vice President and President, Global Technology Solutions
/s/ Margaret B. Pritchard, as attorney-in-fact for Georgina Wraight
2022-10-13