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Form 4 PETSMART INC For: Mar 11 Filed by: THORN BRUCE K

March 13, 2015 11:48 AM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
THORN BRUCE K

(Last) (First) (Middle)
19601 N 27TH AVENUE

(Street)
PHOENIX AZ 85027

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PETSMART INC [ PETM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP Store Ops and Services
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2015
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/11/2015   D   6,732.00 D (1) 0 D  
Common Stock 03/11/2015   A (2)   8,535.00 A $ 0 8,535 D  
Common Stock 03/11/2015   A (3)   5,352.00 A $ 0 13,887 D  
Common Stock 03/11/2015   A (4)   7,844.00 A $ 0 21,731 D  
Common Stock 03/11/2015   D   8,535.00 D (5) 13,196 D  
Common Stock 03/11/2015   D   5,352.00 D (6) 7,844 D  
Common Stock 03/11/2015   D   7,844.00 D (7) 0 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 27.22 03/11/2015   D     1,069.00   (8) 12/15/2016 Common Stock 1,069 (9) 0 D  
Non-Qualified Stock Option (right to buy) $ 31.75 03/11/2015   D     9,827.00   (8) 03/22/2017 Common Stock 9,827 (9) 0 D  
Non-Qualified Stock Option (right to buy) $ 40.78 03/11/2015   D     19,653.00   (8) 03/21/2018 Common Stock 19,653 (9) 0 D  
Non-Qualified Stock Option (right to buy) $ 57.80 03/11/2015   D     21,815.00   (10) 03/13/2019 Common Stock 21,815 (9) 0 D  
Non-Qualified Stock Option (right to buy) $ 61.98 03/11/2015   D     19,050.00   (10) 03/24/2020 Common Stock 19,050 (9) 0 D  
Non-Qualified Stock Option (right to buy) $ 66.94 03/11/2015   D     21,046.00   (10) 03/17/2021 Common Stock 21,046 (9) 0 D  
Explanation of Responses:
1. Includes the shares of beneficially owned stock which pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 14, 2014, by and among Argos Holdings Inc., Argos Merger Sub Inc. and PetSmart, Inc., were converted into the right to receive a cash payment of $83.00 per share.
2. Performance share units granted pursuant to the PetSmart 2011 Equity Incentive Plan on March 14, 2012. The performance period is three years with vesting after the completion of the performance period. This grant can be earned at 0% to 200%.
3. Performance share units granted pursuant to the PetSmart 2011 Equity Incentive Plan on March 25, 2013. The performance period is three years with vesting after the completion of the performance period. This grant can be earned at 0% to 200%.
4. Performance share units granted pursuant to the PetSmart 2011 Equity Incentive Plan on March 18, 2014. The performance period is three years with vesting after the completion of the performance period. This grant can be earned at 0% to 200%.
5. Includes performance share units granted under the 2011 Equity Incentive Plan, which would have vested on March 14, 2015. Pursuant to the Merger Agreement, these performance share units were converted into the right to receive a cash payment of $83.00 per unit, with a performance modifier of 163% of target.
6. Includes performance share units granted under the 2011 Equity Incentive Plan, which would have vested on March 25, 2016. Pursuant to the Merger Agreement, these performance share units were converted into the right to receive a cash payment of $83.00 per unit with a performance modifier of 109.6% of target.
7. Includes performance share units granted under the 2011 Equity Incentive Plan, which would have vested on March 18, 2017. Pursuant to the Merger Agreement, these performance share units were converted into the right to receive a cash payment of $83.00 per unit with a performance modifier of 150%.
8. Options granted pursuant to PetSmart, Inc. 2006 Equity Incentive Plan as amended. The option vests 25% per year for four years commencing one year after the vesting commencement date.
9. This stock option was fully vested and cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (i) $83.00 less the exercise price per share of the option multiplied by (ii) the total number of shares underlying the option.
10. Options granted pursuant to PetSmart, Inc. 2011 Equity Incentive Plan as amended. The option vests 25% per year for four years commencing one year after the vesting commencement date.
By: Karl Koenig For: Bruce K Thorn 03/13/2015
** 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 4 (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.


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