0001127602-23-026803.txt : 20231103
0001127602-23-026803.hdr.sgml : 20231103
20231103180914
ACCESSION NUMBER: 0001127602-23-026803
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20231027
FILED AS OF DATE: 20231103
DATE AS OF CHANGE: 20231103
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Insana Giovanni
CENTRAL INDEX KEY: 0001998625
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39878
FILM NUMBER: 231377649
MAIL ADDRESS:
STREET 1: 10850 VIA FRONTERA
CITY: SAN DIEGO
STATE: CA
ZIP: 92127
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Petco Health & Wellness Company, Inc.
CENTRAL INDEX KEY: 0001826470
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990]
IRS NUMBER: 811005932
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0128
BUSINESS ADDRESS:
STREET 1: 10850 VIA FRONTERA
CITY: SAN DIEGO
STATE: CA
ZIP: 92127
BUSINESS PHONE: 1-858-453-7845
MAIL ADDRESS:
STREET 1: 10850 VIA FRONTERA
CITY: SAN DIEGO
STATE: CA
ZIP: 92127
FORMER COMPANY:
FORMER CONFORMED NAME: PET Acquisition LLC
DATE OF NAME CHANGE: 20200929
FORMER COMPANY:
FORMER CONFORMED NAME: Petco Acquisition LLC
DATE OF NAME CHANGE: 20200929
3
1
form3.xml
PRIMARY DOCUMENT
X0206
3
2023-10-27
0
0001826470
Petco Health & Wellness Company, Inc.
WOOF
0001998625
Insana Giovanni
C/O PETCO HEALTH AND WELLNESS COMPANY,
INC., 10850 VIA FRONTERA
SAN DIEGO
CA
92127
1
See Remarks
Class A Common Stock
73586
D
Employee Stock Option (Right to Buy)
18.00
2031-01-13
Class A Common Stock
8572
D
Includes 61,941 restricted stock units ("RSUs") granted under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the "2021 Plan"), which vest as follows: (i) 1,283 RSUs on 1/13/2024, (ii) 3,791 RSUs in equal installments on each of 3/18/2024, 9/18/2024, and 3/18/2025, (iii) 10,200 RSUs in equal installments on each of 1/19/2024, 7/19/2024, 1/19/2025, and 7/19/2025, (iv) 24,591 RSUs, of which 5,464 RSUs will vest on 12/5/2023, 8,197 RSUs will vest on 6/5/2024, and 10,930 RSUs will vest on 12/5/2024, and (v) 22,076 RSUs, of which 34% will vest on 4/10/2024 and 16.5% will vest on each of 10/10/2024, 4/10/2025, 10/10/2025, and 4/10/2026. Each RSU represents the right to receive one share of Class A common stock of the Issuer ("Class A Common Stock").
Represents options to purchase Class A Common Stock granted under the 2021 Plan. The options vested and will vest in the following installments: (i) 34% on the first anniversary of 1/13/2021 (the "Option Grant Date"); (ii) 16.5% on the date that is 18 months following the Option Grant Date; (iii) 16.5% on the second anniversary of the Option Grant Date; (iv) 16.5% on the date that is 30 months following the Option Grant Date; and (v) 16.5% on the third anniversary of the Option Grant Date.
Chief Legal Officer and Secretary; Exhibit 24.1 - Power of Attorney
/s/ Giovanni Insana
2023-11-03
EX-24
2
doc1.txt
POWER OF ATTORNEY (PUBLIC): POA
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Ronald Coughlin, Jr.
and Brian LaRose, and any of their substitutes, signing singly, as the
undersigned's true and lawful attorney-in-fact to:
1. execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of Petco Health and Wellness
Company, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;
2. do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms 3, 4
or 5, complete and execute any amendment or amendments thereto, and timely
file such form with the U.S. Securities and Exchange Commission and any
stock exchange or similar authority; and
3. take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact. This Power of Attorney revokes
all previous powers of attorney with respect to the subject matter of this
Power of Attorney.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 23rd day of October 2023.
/s/ Giovanni Insana
----------------------------
Name: Giovanni Insana