SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* LaRose Brian (Last) (First) (Middle) C/O PETCO HEALTH AND WELLNESS COMPANY, INC., 10850 VIA FRONTERA (Street) SAN DIEGO CA 92127 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/19/2021	3. Issuer Name and Ticker or Trading Symbol Petco Health & Wellness Company, Inc. [ WOOF ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	29,223(1)	D
Class A Common Stock	3,000	I	By spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(2)	01/13/2031	Class A Common Stock	30,000	18	D

Explanation of Responses:

1. Includes 27,223 restricted stock units ("RSUs") granted under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (the "2021 Plan"). Each RSU represents the right to receive one share of Class A common stock of the Issuer ("Class A Common Stock"). The RSUs vest in the following installments: (i) 34% on the first anniversary of 1/13/2021 (the "Grant Date"); (ii) 16.5% on the date that is 18 months following the Grant Date; (iii) 16.5% on the second anniversary of the Grant Date; (iv) 16.5% on the date that is 30 months following the Grant Date; and (v) 16.5% on the third anniversary of the Grant Date.

2. Represents options to purchase Class A Common Stock granted under the 2021 Plan. The options vest in the following installments: (i) 34% on the first anniversary of the Grant Date; (ii) 16.5% on the date that is 18 months following the Grant Date; (iii) 16.5% on the second anniversary of the Grant Date; (iv) 16.5% on the date that is 30 months following the Grant Date; and (v) 16.5% on the third anniversary of the Grant Date.

Remarks:

	/s/ Ilene Eskenazi, as Attorney-in-Fact	08/23/2021
	** 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 5 (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).
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