Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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PETMED EXPRESS, INC. (Name of Issuer) |
Common Stock, $.001 Par Value (Title of Class of Securities) |
716382106 (CUSIP Number) |
Carlos A. Mas 700 NW 1st Avenue, Suite 1200, Miami, FL, 33136 (305) 530-0050 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/18/2025 (Date of Event Which Requires Filing of This Statement) |
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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 716382106 |
| 1 |
Name of reporting person
SilverCape Investments Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,300,318.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Based on 20,656,457 shares of Common Stock outstanding as of February 10, 2025, as last reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended December 31, 2025.
SCHEDULE 13D
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| CUSIP No. | 716382106 |
| 1 |
Name of reporting person
Peter Kennedy | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
 | ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,300,318.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
11.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
* Peter Kennedy, the managing director of SilverCape Investments Limited ("SilverCape"), has voting and investment power with respect to the Common Stock held by SilverCape. Mr. Kennedy disclaims any beneficial ownership of the Common Stock beneficially owned by SilverCape. ** Based on 20,656,457 shares of Common Stock outstanding as of February 10, 2025, as last reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended December 31, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $.001 Par Value | |
| (b) | Name of Issuer:
PETMED EXPRESS, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
700 NW 1st Avenue, Suite 1200, Miami,
FLORIDA
, 33136. | |
Item 1 Comment:
This statement relates to shares of common stock, par value $.001 per share (the "Common Stock"), of Petmed Express, Inc., a Florida corporation (the "Issuer"). The address of the principal executive office of the Issuer is 420 South Congress Avenue, Delray Beach, Florida 33445. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed jointly by SilverCape Investments Limited ("SilverCape") and Peter Kennedy ("Kennedy"). The foregoing persons are hereinafter sometimes referred to collectively as the "Reporting Persons." | |
| (b) | The principal business address of the Reporting Persons is c/o Trident Trust Company (Cayman) Limited, Fourth Floor, One Capital Place, P.O. Box 847, George Town, Grand Cayman KY1-1103, Cayman Islands. | |
| (c) | The principal business of SilverCape is to be an investment company. The principal business of Kennedy is to serve as the Managing Director of SilverCape. | |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which any of the Reporting Persons was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | SilverCape is organized under the laws of the Cayman Islands. Mr. Kennedy is a citizen of the United States. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Reporting Persons purchased the shares of Common Stock covered by this Schedule 13D in open market purchases for an aggregate purchase price of $10,332,118. The source of the Reporting Persons' payment of the purchase price for each purchase of shares of Common Stock covered by this Schedule 13D was working capital of SilverCape. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons have been an investor in the Issuer since February 2025 and hold the Common Stock for investment purposes. The Reporting Persons have previously reported their beneficial ownership of the Issuer's securities in a statement on Schedule 13G filed on March 10, 2025, as amended on March 27, 2025. The Reporting Persons intend to engage in discussions with the management of the Issuer and/or the Issuer's board of directors (the "Board") with respect to certain issues relating to, among things, the Issuer's strategic decision-making and recent financial and operating performance. The Reporting Persons may also discuss the possibility of nominating a person to become a director of the Issuer. The Reporting Persons intend to continuously review their investment in the Issuer and reserve the right to change their plans or intentions and to take any and all actions that the Reporting Persons may deem appropriate to maximize the value of their investment, including, among other things, acquiring additional securities of the Issuer, disposing of any securities of the Issuer owned by the Reporting Persons, or formulating other plans or proposals regarding the Issuer or its securities to the extent deemed advisable by the Reporting Persons. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer's business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, the Reporting Persons' need for liquidity, and other future developments. In addition, the Reporting Persons may, at any time and from time to time, (i) review or reconsider their position or change their purpose or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described in subparagraphs (a) - (j) of Item 4 of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the filing date of this Schedule 13D, SilverCape is the holder of record of 2,300,318 shares of Common Stock, representing approximately 11.1% of the shares of Common Stock currently issued and outstanding. Kennedy, as the managing director of SilverCape, has voting and investment power with respect to the Common Stock held by SilverCape. Kennedy disclaims any beneficial ownership of the Common Stock beneficially owned by SilverCape. | |
| (b) | SilverCape has the sole voting and dispositive power over the shares of Common Stock held by it. Kennedy, as the managing director of SilverCape, has voting and investment power with respect to the Common Stock held by SilverCape. Kennedy disclaims any beneficial ownership of the Common Stock beneficially owned by SilverCape. | |
| (c) | Except as set forth above, there have been no transactions in the Common Stock by the Reporting Persons during the past 60 days. | |
| (d) | No person other than the Reporting Persons is known by the Reporting Persons to have the right to receive dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Except as otherwise described in this Schedule 13D and the Joint Filing Agreement attached hereto as Exhibit 1, (i) there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 1Joint Filing Agreement, dated as of May 20, 2025. | ||
| SIGNATURE | |
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.
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