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) 01/04/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 01/07/2008 |
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(1) | 512,779 | I | By Knott Partners, L.P.(2)(4) | |||||||
Common Stock(1) | 352,026 | I | By Shoshone Partners, L.P.(2)(4) | |||||||
Common Stock(1) | 6,312 | I | By Mulsanne Partners, L.P.(2)(4) | |||||||
Common Stock(1) | 746,686 | I | By Knott Partners Offshore Master Fund , L.P.(2)(4)(5) | |||||||
Common Stock(1) | 120,232 | I | By Managed Accounts(3)(4) |
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 to purchase one share of Common Stock | $6 | 01/04/2008 | 03/17/2010 | Common Stock | 220,400 | 220,400 | I | By Knott Partners, L.P.(2)(4) | |||||||
Warrants to purchase one share of Common Stock | $6 | 01/04/2008 | 03/17/2010 | Common Stock | 110,000 | 110,000 | I | By Shoshone Partners, L.P.(2)(4) | |||||||
Warrants to purchase one share of Common Stock | $6 | 01/04/2008 | 03/17/2010 | Common Stock | 1,000 | 1,000 | I | By Mulsanne Partners, L.P.(2)(4) | |||||||
Warrants to purchase one share of Common Stock | $6 | 01/04/2008 | 03/17/2010 | Common Stock | 251,900 | 251,900 | I | By Knott Partners Offshore Master Fund, L.P.(2)(4)(5) | |||||||
Warrants to purchase one share of Common Stock | $6 | 01/04/2008 | 03/17/2010 | Common Stock | 31,700 | 31,700 | I | By Managed Accounts(3)(4) | |||||||
Option to purchase Common Stock | $0.0001 | (6) | (6) | Common Stock | 57,687 | 57,687 | I | By Knott Partners, L.P.(2)(4) | |||||||
Option to purchase Common Stock | $0.0001 | (6) | (6) | Common Stock | 47,752 | 47,752 | I | By Shoshone Partners, L.P.(2)(4) | |||||||
Option to purchase Common Stock | $0.0001 | (6) | (6) | Common Stock | 1,048 | 1,048 | I | By Mulsanne Partners, L.P.(2)(4) | |||||||
Option to purchase Common Stock | $0.0001 | (6) | (6) | Common Stock | 97,621 | 97,621 | I | By Knott Partners Offshore Master Fund, L.P.(2)(4)(5) | |||||||
Option to purchase Common Stock | $0.0001 | (6) | (6) | Common Stock | 17,467 | 17,467 | I | By Managed Accounts(3)(4) |
Explanation of Responses: |
1. The Issuer completed its business combination on January 4, 2008. Following final conversion on January 8, 2008 of the acquired company's shares into those of the issuer, the outstanding shares of the issuer were increased to 23,511,969 and the Reporting Person's beneficial ownership decreased below 10%. |
2. The Reporting Person is the managing member of Knott Partners Management, LLC, which is (i) the sole general partner of Shoshone Partners, L.P. , Knott Partners Offshore Master Fund, L.P., and Mulsanne Partners, L.P. and (ii) the managing general partner of Knott Partners, L.P. |
3. This entry represents securities of the issuer held by institutional managed accounts for which Dorset Management Corporation provides investment management services (the "Managed Accounts"). |
4. As a result of the Reporting Person's interests in Knott Partners Management, LLC and in Dorset Management Corporation, the Reporting Person has investment discretion and control of the securities in this entry. The Reporting Person may be deemed to beneficially own an indirect pecuniary interest in securities in this entry as a result of a performance related fee. Except with respect to Knott Partners, L.P. , Knott Partners Offshore Master Fund, L.P., and Shoshone Partners, L.P., in which the Reporting Person owns a beneficial interest, the Reporting Person disclaims beneficial ownership therein except to the extent ultimately realized. Each of Knott Partners, L.P., Knott Partners Offshore Master Fund, L.P., Shoshone Partners, L.P., Mulsanne Partners, L.P. and the Managed Accounts disclaims beneficial ownership of securities reported as owned by any other party. |
5. Knott Partners Offshore Master Fund, L.P., is a Cayman Islands limited partnership whose sole limited partner is Matterhorn Offshore Fund Limited, a British Virgin Islands business company, and whose sole general partner is Knott Partners Management, LLC. |
6. The Option is exercisable for a period of one year following the earlier of March 17, 2009 or at such time as the last sale price of Common Stock equals or exceeds $11.50 for 20 trading days in any 30 trading day period. |
/s/David M. Knott | 01/16/2008 | |
** 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. |