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CVET Covetrus Inc

20.99
0.00 (0.00%)
03 Jan 2025 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Covetrus Inc NASDAQ:CVET NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 20.99 20.79 21.88 0 00:00:00

Statement of Changes in Beneficial Ownership (4)

13/10/2022 4:45pm

Edgar (US Regulatory)


FORM 4
[X] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CD&R Investment Associates IX, Ltd.
2. Issuer Name and Ticker or Trading Symbol

COVETRUS, INC. [ CVET ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O M+C CORPORATE SERVICES LIMITED, P.O. BOX 309 UGLAND HSE, SOUTH CHURCH ST
3. Date of Earliest Transaction (MM/DD/YYYY)

10/13/2022
(Street)

GEORGE TOWN, E9 KY1-1104
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 10/13/2022  J(1)(2)(3)(4)  33670541 D (1)(2)(3)(4)0 I By affiliate (5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) On October 13, 2022, Covetrus, Inc. (the "Issuer"), Corgi Bidco, Inc. ("Parent") and Corgi Merger Sub, Inc. ("Merger Sub") completed the transactions contemplated by that certain Agreement and Plan of Merger, dated as of May 24, 2022 (the "Merger Agreement"), by and among the Issuer, Parent and Merger Sub. Pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent (the "Surviving Corporation"). Immediately prior to the Merger, CD&R VFC Holdings L.P. ("CD&R Holdings") contributed all of its Shares (as defined below) to a parent entity of Parent (with such Shares subsequently contributed to Parent) pursuant to the Support and Rollover Agreement, dated as of May 24, 2022, by and among the Issuer, Parent and CD&R Holdings (the "Contribution").
(2) At the effective time of the Merger (the "Effective Time"), in accordance with the terms and conditions set forth in the Merger Agreement, each share of the Issuer's common stock, par value $0.01 per share (the "Shares") outstanding immediately prior to the Effective Time (other than Shares owned by (i) Parent or Merger Sub or any of their respective subsidiaries (including the Shares indirectly transferred by CD&R Holdings to Parent as part of the Contribution), (ii) the Issuer as treasury stock (the Shares referred to in (i) and (ii), the "Excluded Shares") and (iii) the Issuer stockholders (the "Dissenting Stockholders") who had perfected and not withdrawn a demand for appraisal rights in accordance with Section 262 of the Delaware General Corporation Law (the "DGCL")), was converted into the right to receive cash in an amount equal to $21.00 per share, without interest and subject to any required withholding taxes (the "Merger Consideration").
(3) At the Effective Time, the Excluded Shares were cancelled and ceased to exist without payment of any consideration therefor and Dissenting Stockholders became entitled to receive only the payment provided by Section 262 of the DGCL with respect to Shares owned by such Dissenting Stockholder, provided that if, after the Effective Time, any person who otherwise would be deemed a Dissenting Stockholder shall have failed to properly perfect or shall have effectively withdrawn or lost the right to dissent under Section 262 of the DGCL or if a court of competent jurisdiction shall finally determine that the Dissenting Stockholder is not entitled to relief provided by Section 262 of the DGCL with respect to any Shares, such Shares shall thereupon be treated as though such Shares had been converted, as of the Effective Time, into the right to receive the Merger Consideration without interest and less any required tax withholding.
(4) Following the Contribution and the Merger, the Reporting Persons no longer beneficially own any Shares.
(5) These securities were owned directly by CD&R Holdings. CD&R Investment Associates IX, Ltd., as the general partner of CD&R Holdings, may have been deemed to beneficially own the Shares held by CD&R Holdings. CD&R Investment Associates IX, Ltd. expressly disclaims beneficial ownership of Shares that were held by CD&R Holdings, except to the extent of its pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
CD&R Investment Associates IX, Ltd.
C/O M+C CORPORATE SERVICES LIMITED
P.O. BOX 309 UGLAND HSE, SOUTH CHURCH ST
GEORGE TOWN, E9 KY1-1104

X

CD&R VFC Holdings L.P.
C/O M+C CORPORATE SERVICES LIMITED
P.O. BOX 309 UGLAND HSE, SOUTH CHURCH ST
GEORGE TOWN, E9 KY1-1104

X


Signatures
CD&R Investment Associates IX, Ltd., By: /s/ Rima Simson, Vice President, Treasurer and Secretary10/13/2022
**Signature of Reporting PersonDate

CD&R VFC Holdings, L.P., By: CD&R Investment Associates IX, Ltd., general partner; By: /s/ Rima Simson, Vice President, Treasurer and Secretary10/13/2022
**Signature of Reporting PersonDate


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 control number.

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