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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*
Insana Giovanni
(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)
10/27/2023 		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)
See Remarks
 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 73,586(1) D
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 8,572 18 D
Explanation of Responses:
1. Includes 61,941 restricted stock units ("RSUs") granted under the Petco Health and Wellness Company, Inc. 2021 Equity Incentive Plan (as amended, the "2021 Plan"), which vest as follows: (i) 1,283 RSUs on 1/13/2024, (ii) 3,791 RSUs in equal installments on each of 3/18/2024, 9/18/2024, and 3/18/2025, (iii) 10,200 RSUs in equal installments on each of 1/19/2024, 7/19/2024, 1/19/2025, and 7/19/2025, (iv) 24,591 RSUs, of which 5,464 RSUs will vest on 12/5/2023, 8,197 RSUs will vest on 6/5/2024, and 10,930 RSUs will vest on 12/5/2024, and (v) 22,076 RSUs, of which 34% will vest on 4/10/2024 and 16.5% will vest on each of 10/10/2024, 4/10/2025, 10/10/2025, and 4/10/2026. Each RSU represents the right to receive one share of Class A common stock of the Issuer ("Class A Common Stock").
2. Represents options to purchase Class A Common Stock granted under the 2021 Plan. The options vested and will vest in the following installments: (i) 34% on the first anniversary of 1/13/2021 (the "Option Grant Date"); (ii) 16.5% on the date that is 18 months following the Option Grant Date; (iii) 16.5% on the second anniversary of the Option Grant Date; (iv) 16.5% on the date that is 30 months following the Option Grant Date; and (v) 16.5% on the third anniversary of the Option Grant Date.
Remarks:
Chief Legal Officer and Secretary; Exhibit 24.1 - Power of Attorney
/s/ Giovanni Insana 11/03/2023
** 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.
                                                                 EXHIBIT 24.1

                                 POWER OF ATTORNEY

	The undersigned hereby constitutes and appoints each of Ronald Coughlin, Jr.
and Brian LaRose, and any of their substitutes, signing singly, as the
undersigned's 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 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;

2.  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 Forms 3, 4
    or 5, complete and execute any amendment or amendments thereto, and timely
    file such form 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 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 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 acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are 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.

	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. This Power of Attorney revokes
all previous powers of attorney with respect to the subject matter of this
Power of Attorney.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 23rd day of October 2023.


					 /s/ Giovanni Insana
					----------------------------
					Name: Giovanni Insana