Form SC 13D/A PETSMART INC Filed by: JANA PARTNERS LLC

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SECURITIES AND EXCHANGE COMMISSION	�
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Washington, D.C. 20549	�
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SCHEDULE 13D/A
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
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Under the Securities Exchange Act of 1934
(Amendment No. 6)
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PetSmart, Inc.
(Name of Issuer)
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Common Stock, par value $0.0001 per share
(Title of Class of Securities)
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716768106
(CUSIP Number)
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Marc Weingarten, Esq. Eleazer Klein, Esq.
919 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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December 15, 2014
(Date of Event which Requires
Filing of this Schedule)

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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(Continued on following pages)

(Page 1 of 4 Pages)

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The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1	NAME OF REPORTING PERSON JANA PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) � (b) �
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		�
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 9,694,002
	8	SHARED VOTING POWER 0
	9	SOLE DISPOSITIVE POWER 9,694,002
	10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 9,694,002
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			�
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5) 9.8%
14	TYPE OF REPORTING PERSON IA
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This Amendment No. 6 ("Amendment No. 6") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on July 3, 2014 (the "Original Schedule 13D") as amended by Amendment No. 1 filed on July 29, 2014 ("Amendment No. 1"), Amendment No. 2 filed on August 4, 2014 ("Amendment No. 2"), Amendment No. 3 filed on August 12, 2014 ("Amendment No. 3"), Amendment No. 4 filed on August 18, 2014 ("Amendment No. 4") and Amendment No. 5 filed on November 20, 2014 ("Amendment No. 5" and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and this Amendment No. 6, the "Schedule 13D") with respect to the shares ("Shares") of common stock, par value $0.0001 per share, of PetSmart, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 6 have the meanings set forth in the Schedule 13D. This Amendment No. 6 amends Items 4 and 5 as set forth below.

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Item 4.

PURPOSE OF TRANSACTION.

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Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

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On December 14, 2014, the Issuer disclosed it had agreed to be acquired by a consortium led by private equity firm BC Partners. The Reporting Person therefore does not currently intend to nominate any individuals for election to the Issuer’s board of directors at the Issuer’s next annual meeting.

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Item 5.

INTEREST IN SECURITIES OF THE COMPANY.

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Paragraph (c) of Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(c) There have been no transactions in the Shares effected by the Reporting Person since the filing of Amendment No. 5.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 15, 2014

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�	JANA PARTNERS LLC
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�	By:	/s/ Jennifer Fanjiang
�	Name:	��Jennifer Fanjiang
�	Title:	General Counsel
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