SEC FORM 4 SEC Form 4
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*
Ellis Michael

(Last) (First) (Middle)
7 CUSTOM HOUSE STREET

(Street)
PORTLAND ME 04101

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COVETRUS, INC. [ CVET ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
09/28/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X 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. 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 09/28/2020 S(1) 3,721 D $23.6477(2) 3,986 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. 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
Explanation of Responses:
1. Sale pursuant to 10b5-1 Plan dated August 27, 2020.
2. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $23.32 - $24.14. The Reporting Person hereby undertakes, upon request by the Commission staff, the Issuer or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.
Remarks:
Executive Vice President and President, Europe and North America
/s/ Margaret B. Pritchard, as attorney-in-fact for Michael Ellis 09/30/2020
** 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.
                         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
       Company;

            (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
herein granted.

       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