SEC Form 4
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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Salentine Thomas J Jr
(Last) (First) (Middle)
300 GALLERIA PARKWAY SE, SUITE 800
(Street)
ATLANTA GA 30339
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Guardian Pharmacy Services, Inc. [ GRDN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/27/2024
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
Class A Common Stock 09/27/2024 P 35,714(1) A $14 35,714 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
Class B Common Stock(2) (2) 09/27/2024 A 24,400,702 (2) (2) Class A Common Stock 24,400,702 (2) 24,400,702 I By Bindley Capital Partners I, LLC
Explanation of Responses:
1. Represents shares purchased pursuant to a directed share program in connection with the Issuer's initial public offering.
2. Represents shares of Class B common stock issued pursuant to the Agreement and Plan of Merger, dated as of September 27, 2024 (the "Merger Agreement"), by and among Guardian Pharmacy Services, Inc. (the "Issuer"), Guardian Merger Corp., a wholly owned subsidiary of the Issuer ("Merger Sub"), and Guardian Pharmacy, LLC, providing for the merger of Merger Sub with and into Guardian Pharmacy, LLC. As a result of the merger and pursuant to the Merger Agreement, each issued and outstanding common unit of Guardian Pharmacy, LLC (other than common units held by Guardian Investor, Inc.) was converted into one share of Class B common stock and the right to receive $1.02 in cash. The shares of Class B common stock issued will automatically convert into shares of Class A common stock on a one-for-one basis in four equal tranches on each of March 28, 2025, September 27, 2025, March 28, 2026 and September 27, 2026.
/s/ Douglas Towns, Attorney-in-Fact 10/01/2024
** 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).
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