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