CD&R VFC Holdings L.P.

SEC source: 0001209191-22-053540 · doc4.xml · nonDerivative · entry 1

CD&R Investment Associates IX, Ltd. · CIK 0001624514 · 10% owner

CD&R VFC Holdings L.P. · CIK 0001766983 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By affiliate

Disclosed balance after: 0

F1 · kind: 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").

F2 · kind: 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the "Excluded Shares") and (iii) the Issuer stockholders (the "Dissenting Stockholders") who had perfected and not withdrawn a demand for appraisal rights in accordance with Section 262 of the Delaware General Corporation Law (the "DGCL")), was converted into the right to receive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").

F3 · kind: 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.

F4 · kind: Following the Contribution and the Merger, the Reporting Persons no longer beneficially own any Shares.

F1 · price: 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").

F2 · price: 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").

F3 · price: 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.

F4 · price: Following the Contribution and the Merger, the Reporting Persons no longer beneficially own any Shares.

F5 · ownership.nature: 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.

SEC source: 0001209191-20-059646 · doc4.xml · derivative · entry 3

CD&R Investment Associates IX, Ltd. · CIK 0001624514 · 10% owner

CD&R VFC Holdings L.P. · CIK 0001766983 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By affiliate

Disclosed balance after: 0

Underlying: Common Stock · 8,165,045 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_price: CD&R Stockholder directly owned shares of Preferred Stock of the Issuer, which were convertible into shares of Common Stock at a price per share of $11.10, which was subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization of similar event.

F1 · kind: On November 18, 2020, 90,632 shares of 7.5% Series A Preferred Stock (the "Preferred Stock") of Covetrus, Inc. (the "Issuer") were converted into 8,165,045 shares of common stock of the Issuer (the "Common Stock") at the option of the Issuer, pursuant to the terms of the certificate of designations, preferences and right governing the Preferred Stock and following approval by the Issuer's stockholders on November 17, 2020 of the conversion of all outstanding shares of Preferred Stock into shares of Common Stock.

F4 · price: CD&R Stockholder directly owned shares of Preferred Stock of the Issuer, which were convertible into shares of Common Stock at a price per share of $11.10, which was subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization of similar event.

F5 · derivative.exercise_date: The Preferred Stock was convertible at any time at the option of the holder and had no expiration date. Following approval by the Issuer's stockholders on November 17, 2020, the Issuer was able to convert all outstanding shares of Preferred Stock, resulting in the Reporting Persons beneficially owning more than 19.99% of the then-outstanding stockholder voting power of the Issuer.

F6 · derivative.exercise_date: The Issuer had the right, at its option, to require conversion of all (but not less than all) of the outstanding shares of Preferred Stock to shares of Common Stock if (i) at any time, the Issuer satisfies certain financial metrics or (ii) the volume weighted average price of the Common Stock on any trading day (a) until (but not including) the date that is two years from the issuance date, exceeds 200%, (b) from the date that is two years from the issuance date until (but not including) the date that is two years and six months from the issuance date, exceeds 195%, (c) from the date that is two years and six months from the issuance date until (but not including) the date that is three years from the issuance date, exceeds 190%, (d) from the date that is three years from the issuance date until (but not including) the date that is three years and six months from the issuance date, exceeds 185%, (continued next footnote)

F7 · derivative.exercise_date: (e) from the date that is three years and six months from the issuance date until (but not including) the date that is four years from the issuance date, exceeds 180%, and (f) at any time thereafter, exceeds 175%, in each case, of the then-effective conversion price for at least 20 out of the 30 trailing trading days. The Preferred Stock accrued dividends at a rate of 7.50% per annum, payable in cash or in additional shares of Preferred Stock.

F8 · derivative.exercise_date: Holders of Preferred Stock were also entitled to receive certain dividends declared or paid on the Common Stock on an as-converted basis.

F5 · derivative.expiration_date: The Preferred Stock was convertible at any time at the option of the holder and had no expiration date. Following approval by the Issuer's stockholders on November 17, 2020, the Issuer was able to convert all outstanding shares of Preferred Stock, resulting in the Reporting Persons beneficially owning more than 19.99% of the then-outstanding stockholder voting power of the Issuer.

F6 · derivative.expiration_date: The Issuer had the right, at its option, to require conversion of all (but not less than all) of the outstanding shares of Preferred Stock to shares of Common Stock if (i) at any time, the Issuer satisfies certain financial metrics or (ii) the volume weighted average price of the Common Stock on any trading day (a) until (but not including) the date that is two years from the issuance date, exceeds 200%, (b) from the date that is two years from the issuance date until (but not including) the date that is two years and six months from the issuance date, exceeds 195%, (c) from the date that is two years and six months from the issuance date until (but not including) the date that is three years from the issuance date, exceeds 190%, (d) from the date that is three years from the issuance date until (but not including) the date that is three years and six months from the issuance date, exceeds 185%, (continued next footnote)

F7 · derivative.expiration_date: (e) from the date that is three years and six months from the issuance date until (but not including) the date that is four years from the issuance date, exceeds 180%, and (f) at any time thereafter, exceeds 175%, in each case, of the then-effective conversion price for at least 20 out of the 30 trailing trading days. The Preferred Stock accrued dividends at a rate of 7.50% per annum, payable in cash or in additional shares of Preferred Stock.

F8 · derivative.expiration_date: Holders of Preferred Stock were also entitled to receive certain dividends declared or paid on the Common Stock on an as-converted basis.

F2 · ownership.nature: These securities are owned directly by CD&R VFC Holdings, L.P. ("CD&R Stockholder"). CD&R Investment Associates IX, Ltd., as the general partner of CD&R Stockholder, may be deemed to beneficially own the securities held by CD&R Stockholder. CD&R Investment Associates IX, Ltd. expressly disclaims beneficial ownership of the securities held by CD&R Stockholder, except to the extent of its pecuniary interest therein.

F4 · ownership.nature: CD&R Stockholder directly owned shares of Preferred Stock of the Issuer, which were convertible into shares of Common Stock at a price per share of $11.10, which was subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization of similar event.

SEC source: 0001209191-20-059646 · doc4.xml · nonDerivative · entry 2

CD&R Investment Associates IX, Ltd. · CIK 0001624514 · 10% owner

CD&R VFC Holdings L.P. · CIK 0001766983 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By affiliate

Disclosed balance after: 33,670,541

F3 · kind: On November 18, 2020, in connection with the conversion of all outstanding shares of Preferred Stock by the Issuer, CD&R Stockholder received accrued dividends in respect of the 90,632 shares of Preferred Stock held on the date of conversion in the form of 81,540 shares of Common Stock.

F2 · ownership.nature: These securities are owned directly by CD&R VFC Holdings, L.P. ("CD&R Stockholder"). CD&R Investment Associates IX, Ltd., as the general partner of CD&R Stockholder, may be deemed to beneficially own the securities held by CD&R Stockholder. CD&R Investment Associates IX, Ltd. expressly disclaims beneficial ownership of the securities held by CD&R Stockholder, except to the extent of its pecuniary interest therein.

SEC source: 0001209191-20-059646 · doc4.xml · nonDerivative · entry 1

CD&R Investment Associates IX, Ltd. · CIK 0001624514 · 10% owner

CD&R VFC Holdings L.P. · CIK 0001766983 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By affiliate

Disclosed balance after: 33,589,001

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: On November 18, 2020, 90,632 shares of 7.5% Series A Preferred Stock (the "Preferred Stock") of Covetrus, Inc. (the "Issuer") were converted into 8,165,045 shares of common stock of the Issuer (the "Common Stock") at the option of the Issuer, pursuant to the terms of the certificate of designations, preferences and right governing the Preferred Stock and following approval by the Issuer's stockholders on November 17, 2020 of the conversion of all outstanding shares of Preferred Stock into shares of Common Stock.

F2 · ownership.nature: These securities are owned directly by CD&R VFC Holdings, L.P. ("CD&R Stockholder"). CD&R Investment Associates IX, Ltd., as the general partner of CD&R Stockholder, may be deemed to beneficially own the securities held by CD&R Stockholder. CD&R Investment Associates IX, Ltd. expressly disclaims beneficial ownership of the securities held by CD&R Stockholder, except to the extent of its pecuniary interest therein.

SEC source: 0001209191-20-050210 · doc4.xml · derivative · entry 2

CD&R Investment Associates IX, Ltd. · CIK 0001624514 · 10% owner

CD&R VFC Holdings L.P. · CIK 0001766983 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By affiliate

Disclosed balance after: 90,632

Underlying: Common Stock · 14,357,478 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_price: CD&R Stockholder directly owns 90,632 shares of Preferred Stock of the Issuer, which are convertible into shares of Common Stock at a price per share of $11.10, which is subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization of similar event.

F3 · price: CD&R Stockholder directly owns 90,632 shares of Preferred Stock of the Issuer, which are convertible into shares of Common Stock at a price per share of $11.10, which is subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization of similar event.

F4 · derivative.exercise_date: The Series A Preferred Stock is convertible at any time at the option of the holder and has no expiration date. Unless certain stockholder approval is obtained, no holder may convert any share of Series A Preferred Stock if the conversion of such share would result in such holder beneficially owning more than 19.99% of the then-outstanding stockholder voting power of the Issuer.

F5 · derivative.exercise_date: The Issuer may, at its option, require conversion of all (but not less than all) of the outstanding shares of Series A Preferred Stock to shares of the Common Stock if (i) at any time, the Issuer satisfies certain financial metrics or (ii) the volume weighted average price of the Common Stock on any trading day (a) until (but not including) the date that is two years from the issuance date, exceeds 200%, (b) from the date that is two years from the issuance date until (but not including) the date that is two years and six months from the issuance date, exceeds 195%, (c) from the date that is two years and six months from the issuance date until (but not including) the date that is three years from the issuance date, exceeds 190%, (d) from the date that is three years from the issuance date until (but not including) the date that is three years and six months from the issuance date, exceeds 185%, (continued next footnote)

F6 · derivative.exercise_date: (e) from the date that is three years and six months from the issuance date until (but not including) the date that is four years from the issuance date, exceeds 180%, and (f) at any time thereafter, exceeds 175%, in each case, of the then-effective conversion price for at least 20 out of the 30 trailing trading days. The Series A Preferred Stock accrues dividends at a rate of 7.50% per annum, payable in cash or in additional shares of Series A Preferred Stock.

F7 · derivative.exercise_date: Holders of Series A Preferred Stock are also entitled to receive certain dividends declared or paid on the Common Stock on an as-converted basis.

F4 · derivative.expiration_date: The Series A Preferred Stock is convertible at any time at the option of the holder and has no expiration date. Unless certain stockholder approval is obtained, no holder may convert any share of Series A Preferred Stock if the conversion of such share would result in such holder beneficially owning more than 19.99% of the then-outstanding stockholder voting power of the Issuer.

F5 · derivative.expiration_date: The Issuer may, at its option, require conversion of all (but not less than all) of the outstanding shares of Series A Preferred Stock to shares of the Common Stock if (i) at any time, the Issuer satisfies certain financial metrics or (ii) the volume weighted average price of the Common Stock on any trading day (a) until (but not including) the date that is two years from the issuance date, exceeds 200%, (b) from the date that is two years from the issuance date until (but not including) the date that is two years and six months from the issuance date, exceeds 195%, (c) from the date that is two years and six months from the issuance date until (but not including) the date that is three years from the issuance date, exceeds 190%, (d) from the date that is three years from the issuance date until (but not including) the date that is three years and six months from the issuance date, exceeds 185%, (continued next footnote)

F6 · derivative.expiration_date: (e) from the date that is three years and six months from the issuance date until (but not including) the date that is four years from the issuance date, exceeds 180%, and (f) at any time thereafter, exceeds 175%, in each case, of the then-effective conversion price for at least 20 out of the 30 trailing trading days. The Series A Preferred Stock accrues dividends at a rate of 7.50% per annum, payable in cash or in additional shares of Series A Preferred Stock.

F7 · derivative.expiration_date: Holders of Series A Preferred Stock are also entitled to receive certain dividends declared or paid on the Common Stock on an as-converted basis.

F2 · ownership.nature: These securities are owned directly by CD&R VFC Holdings, L.P. ("CD&R Stockholder"). CD&R Investment Associates IX, Ltd., as the general partner of CD&R Stockholder, may be deemed to beneficially own the shares of Common Stock and Preferred Stock held by CD&R Stockholder. CD&R Investment Associates IX, Ltd. expressly disclaims beneficial ownership of the shares of Common Stock and Preferred Stock held by CD&R Stockholder, except to the extent of its pecuniary interest therein.

F3 · ownership.nature: CD&R Stockholder directly owns 90,632 shares of Preferred Stock of the Issuer, which are convertible into shares of Common Stock at a price per share of $11.10, which is subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization of similar event.

SEC source: 0001209191-20-050210 · doc4.xml · nonDerivative · entry 1

CD&R Investment Associates IX, Ltd. · CIK 0001624514 · 10% owner

CD&R VFC Holdings L.P. · CIK 0001766983 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By affiliate

Disclosed balance after: 25,423,956

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: On September 9, 2020, 159,368 shares of 7.5% Series A Preferred Stock (the "Preferred Stock") of Covetrus, Inc. (the "Issuer") were converted into 14,357,477 shares of common stock of the Issuer (the "Common Stock") at the option of the Issuer, pursuant to the terms of the certificate of designations, preferences and right governing the Preferred Stock.

F2 · ownership.nature: These securities are owned directly by CD&R VFC Holdings, L.P. ("CD&R Stockholder"). CD&R Investment Associates IX, Ltd., as the general partner of CD&R Stockholder, may be deemed to beneficially own the shares of Common Stock and Preferred Stock held by CD&R Stockholder. CD&R Investment Associates IX, Ltd. expressly disclaims beneficial ownership of the shares of Common Stock and Preferred Stock held by CD&R Stockholder, except to the extent of its pecuniary interest therein.

SEC source: 0001209191-20-059645 · doc4a.xml · nonDerivative · entry 1

CD&R Investment Associates IX, Ltd. · CIK 0001624514 · 10% owner

CD&R VFC Holdings L.P. · CIK 0001766983 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By affiliate

Disclosed balance after: 25,423,956

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: On September 9, 2020, 159,368 shares of 7.5% Series A Preferred Stock (the "Preferred Stock") of Covetrus, Inc. (the "Issuer") were converted into 14,357,477 shares of common stock of the Issuer (the "Common Stock") at the option of the Issuer, pursuant to the terms of the certificate of designations, preferences and right governing the Preferred Stock.

F2 · ownership.nature: These securities are owned directly by CD&R VFC Holdings, L.P. ("CD&R Stockholder"). CD&R Investment Associates IX, Ltd., as the general partner of CD&R Stockholder, may be deemed to beneficially own the shares of Common Stock and Preferred Stock held by CD&R Stockholder. CD&R Investment Associates IX, Ltd. expressly disclaims beneficial ownership of the shares of Common Stock and Preferred Stock held by CD&R Stockholder, except to the extent of its pecuniary interest therein.

SEC source: 0001209191-20-030936 · doc4.xml · derivative · entry 2

CD&R Investment Associates IX, Ltd. · CIK 0001624514 · 10% owner

CD&R VFC Holdings L.P. · CIK 0001766983 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By affiliate

Disclosed balance after: 250,000

Underlying: Common Stock · 250,000 shares

Expires not disclosed

F4 · derivative.exercise_price: CD&R Stockholder directly owns 250,000 shares of Preferred Stock of the Issuer, which are convertible into shares of Common Stock at a price per share of $11.10, which is subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization of similar event.

F4 · price: CD&R Stockholder directly owns 250,000 shares of Preferred Stock of the Issuer, which are convertible into shares of Common Stock at a price per share of $11.10, which is subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization of similar event.

F5 · derivative.exercise_date: The Series A Preferred Stock is convertible at any time at the option of the holder and has no expiration date. Unless certain stockholder approval is obtained, no holder may convert any share of Series A Preferred Stock if the conversion of such share would result in such holder beneficially owning more than 19.99% of the then-outstanding stockholder voting power of the Issuer.

F6 · derivative.exercise_date: The Issuer may, at its option, require conversion of all (but not less than all) of the outstanding shares of Series A Preferred Stock to shares of the Common Stock if (i) at any time, the Issuer satisfies certain financial metrics or (ii) the volume weighted average price of the Common Stock on any trading day (a) until (but not including) the date that is two years from the issuance date, exceeds 200%, (b) from the date that is two years from the issuance date until (but not including) the date that is two years and six months from the issuance date, exceeds 195%, (c) from the date that is two years and six months from the issuance date until (but not including) the date that is three years from the issuance date, exceeds 190%, (d) from the date that is three years from the issuance date until (but not including) the date that is three years and six months from the issuance date, exceeds 185%, (continued next footnote)

F7 · derivative.exercise_date: (e) from the date that is three years and six months from the issuance date until (but not including) the date that is four years from the issuance date, exceeds 180%, and (f) at any time thereafter, exceeds 175%, in each case, of the then-effective conversion price for at least 20 out of the 30 trailing trading days. The Series A Preferred Stock accrues dividends at a rate of 7.50% per annum, payable in cash or in additional shares of Series A Preferred Stock.

F8 · derivative.exercise_date: Holders of Series A Preferred Stock are also entitled to receive certain dividends declared or paid on the Common Stock on an as-converted basis.

F5 · derivative.expiration_date: The Series A Preferred Stock is convertible at any time at the option of the holder and has no expiration date. Unless certain stockholder approval is obtained, no holder may convert any share of Series A Preferred Stock if the conversion of such share would result in such holder beneficially owning more than 19.99% of the then-outstanding stockholder voting power of the Issuer.

F6 · derivative.expiration_date: The Issuer may, at its option, require conversion of all (but not less than all) of the outstanding shares of Series A Preferred Stock to shares of the Common Stock if (i) at any time, the Issuer satisfies certain financial metrics or (ii) the volume weighted average price of the Common Stock on any trading day (a) until (but not including) the date that is two years from the issuance date, exceeds 200%, (b) from the date that is two years from the issuance date until (but not including) the date that is two years and six months from the issuance date, exceeds 195%, (c) from the date that is two years and six months from the issuance date until (but not including) the date that is three years from the issuance date, exceeds 190%, (d) from the date that is three years from the issuance date until (but not including) the date that is three years and six months from the issuance date, exceeds 185%, (continued next footnote)

F7 · derivative.expiration_date: (e) from the date that is three years and six months from the issuance date until (but not including) the date that is four years from the issuance date, exceeds 180%, and (f) at any time thereafter, exceeds 175%, in each case, of the then-effective conversion price for at least 20 out of the 30 trailing trading days. The Series A Preferred Stock accrues dividends at a rate of 7.50% per annum, payable in cash or in additional shares of Series A Preferred Stock.

F8 · derivative.expiration_date: Holders of Series A Preferred Stock are also entitled to receive certain dividends declared or paid on the Common Stock on an as-converted basis.

F3 · ownership.nature: CD&R Investment Associates IX, Ltd., as the general partner of CD&R Stockholder, may be deemed to beneficially own the shares of Common Stock and 7.5% Series A Preferred Stock (the "Preferred Stock") held by CD&R Stockholder. CD&R Investment Associates IX, Ltd. expressly disclaims beneficial ownership of the shares of Common Stock and Preferred Stock held by CD&R Stockholder, except to the extent of its pecuniary interest therein.

F4 · ownership.nature: CD&R Stockholder directly owns 250,000 shares of Preferred Stock of the Issuer, which are convertible into shares of Common Stock at a price per share of $11.10, which is subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization of similar event.

SEC source: 0001209191-20-030936 · doc4.xml · nonDerivative · entry 1

CD&R Investment Associates IX, Ltd. · CIK 0001624514 · 10% owner

CD&R VFC Holdings L.P. · CIK 0001766983 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · By affiliate

Disclosed balance after: 11,066,478

F1 · kind: CD&R VFC Holdings, L.P. ("CD&R Stockholder") directly owns 11,066,478 shares of common stock (the "Common Stock") of Covetrus, Inc. (the "Issuer"). CD&R Stockholder acquired 11,265,198 shares of Common Stock on February 7, 2019 pursuant to the agreement and plan of merger (the "Merger Agreement"), dated April 20, 2018, by and among Henry Schein, Inc., a Delaware corporation ("Henry Schein"), HS Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer ("Merger Sub"), and Direct Vet Marketing, Inc., a Delaware corporation ("Vets First Choice"), pursuant to which the Issuer merged with and into Vets First Choice, with Vets First Choice surviving the merger as a wholly-owned subsidiary of the Issuer (the "Merger"). Of the 11,265,198 shares of Common Stock issued to CD&R Stockholder in the Merger, 554,651 shares were held in escrow in respect of purchase price adjustments relating to certain tax indemnity payments.

F2 · kind: On September 30, 2019, pursuant to the terms of the Merger Agreement, 198,720 of such shares held in escrow were released to the Issuer and cancelled, with the remaining 355,931 shares of Common Stock released back to CD&R Stockholder.

F3 · ownership.nature: CD&R Investment Associates IX, Ltd., as the general partner of CD&R Stockholder, may be deemed to beneficially own the shares of Common Stock and 7.5% Series A Preferred Stock (the "Preferred Stock") held by CD&R Stockholder. CD&R Investment Associates IX, Ltd. expressly disclaims beneficial ownership of the shares of Common Stock and Preferred Stock held by CD&R Stockholder, except to the extent of its pecuniary interest therein.