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SEC FORM 3 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*
Nauman Katherine
(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)
08/27/2021 		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 Marketing 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 11,667(1) D
Class A Common Stock 2,750(2) I By Nauman Family Trust
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) (3) 01/13/2031 Class A Common Stock 12,858 18 D
Explanation of Responses:
1. Represents 11,667 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 Class A Common Stock previously purchased by the Nauman Family Trust in the Issuer's directed share program in connection with its initial public offering.
3. 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:
Exhibit 24.1 - Power of Attorney
/s/ Ilene Eskenazi, as Attorney-in-Fact 09/01/2021
** 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).
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.

                                POWER OF ATTORNEY


          Know all by these presents that the undersigned hereby constitutes and
appoints each of Giovanni Insana, Brian LaRose, and Ilene Eskenazi, and any of
their substitutes, signing singly, as the undersigned's true and lawful
attorney-in-fact to:

1.     prepare, execute in the undersigned's name and on the undersigned's
       behalf, and submit to the U.S. Securities and Exchange Commission
       (the "SEC") a Form ID, including amendments thereto, and any other
       document necessary or appropriate to obtain codes, passwords, and
       passphrases enabling the undersigned to make electronic filings with the
       SEC of reports required by the Securities Exchange Act of 1934 or any
       rule or regulation of the SEC;

2.     execute for and on behalf of the undersigned, in the undersigned's
       capacity as a director and/or officer of Petco Health and Wellness
       Company, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with
       Section 16(a) of the Securities Exchange Act of 1934 and the rules
       thereunder;

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, complete and execute any amendment or amendments
       thereto, and timely file such form with the SEC and any securities
       exchange or similar authority; and

4.     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 Power of
       Attorney shall be in such form and shall contain such terms and
       conditions as such attorney-in-fact may approve in such attorney-in-
       fact's discretion.

          The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or 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 each such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned also ratifies hereby any
action previously taken by each attorney-in-fact that would have been authorized
by this power of attorney if it has been in effect at the time such action was
taken.  The undersigned acknowledges that each attorney-in-fact, in serving in
such capacity at the request of the undersigned, is not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934, as amended.

          This Power of Attorney shall remain in full force and effect until the
earliest to occur of (a) 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, (b) revocation by the undersigned in a signed
writing delivered to the foregoing attorneys-in-fact or (c) as to any
attorney-in-fact individually, until such attorney-in-fact is no longer employed
by the Company or its subsidiaries.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 20th day of August, 2021.

                                    /s/ Katherine Nauman
                                    --------------------------------
                                   Katherine Nauman