SEC 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
|Estimated average burden|
|hours per response:
||Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
1. Name and Address of Reporting Person*
2. Issuer Name and Ticker or Trading Symbol
[ CVET ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
||Officer (give title below)
||Other (specify below)
3. Date of Earliest Transaction
4. If Amendment, Date of Original Filed
6. Individual or Joint/Group Filing (Check Applicable Line)
||Form filed by One Reporting Person
||Form filed by More than One Reporting Person
|Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned|
|1. Title of Security (Instr.
||2. Transaction Date
||2A. Deemed Execution Date, if any
||3. Transaction Code (Instr.
||4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
||6. Ownership Form: Direct (D) or Indirect (I) (Instr.
||7. Nature of Indirect Beneficial Ownership (Instr.
||(A) or (D)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned|
(e.g., puts, calls, warrants, options, convertible securities)
|1. Title of Derivative Security (Instr.
||2. Conversion or Exercise Price of Derivative Security
||3. Transaction Date
||3A. Deemed Execution Date, if any
||4. Transaction Code (Instr.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
||6. Date Exercisable and Expiration Date
||7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
||8. Price of Derivative Security (Instr.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
||10. Ownership Form: Direct (D) or Indirect (I) (Instr.
||11. Nature of Indirect Beneficial Ownership (Instr.
||Amount or Number of Shares
|Explanation of Responses:|
||/s/ Margaret B. Pritchard, as attorney-in-fact for Michael Ellis
||** Signature of Reporting Person
|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,
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
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,
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.|
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING PURPOSES
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Jamey S. Seely and Margaret B. Pritchard, signing singly, as
his or her 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 Covetrus, Inc.
(the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") and
the rules and regulations promulgated thereunder and any other forms or
reports the undersigned may be required to file in connection with the
undersigned's ownership, acquisition, or disposition of securities of the
(2) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any
such person to release any such information to any attorney-in-fact and
further approves and ratifies any such release of information;
(3) 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 Form 3, 4, or 5, or other form or report, and timely file such
form or report 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 Limited
Power of Attorney, shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in his or her discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform each and every act and thing whatsoever
requisite, necessary, and 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 his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this Limited Power of Attorney and the rights and powers
The undersigned hereby acknowledges that (a) the foregoing attorneys-in-
fact are serving in such capacity at the request of the undersigned; (b) this
Limited Power of Attorney authorizes, but does not require, each such attorney-
in-fact to act in his or her discretion on information provided to such
attorney- in-fact without independent verification of such information; (c) any
documents prepared and/or executed by any attorney-in-fact on behalf of the
undersigned pursuant to this Limited Power of Attorney shall be in such form and
shall contain such information and disclosure as such attorney-in-fact, in his
or her sole discretion, deems necessary or advisable; (d) neither the Company
nor any attorney-in-fact assumes (i) any liability for the undersigned's
responsibility to comply with the requirements of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements or
(iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act; and (e) this Limited Power of Attorney
does not relieve the undersigned from responsibility for compliance with the
undersigned's obligations under the Exchange Act, including, without limitation,
the reporting requirements under Section 16 of the Exchange Act.
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.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 15th day of September, 2020.
/s/ Michael Ellis
Name: Michael Ellis