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).
1. Name and Address of Reporting Person*
POHLMAN KEVIN M

(Last) (First) (Middle)
822 7TH STREET, SUITE 740

(Street)
GREELEY CO 80631

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PATTERSON COMPANIES, INC. [ PDCO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President - Animal Health
3. Date of Earliest Transaction (Month/Day/Year)
07/14/2023
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 07/14/2023 F(1) 674 D $32.07 114,540(2)(3) D
Common Stock 07/14/2023 A(4) 12,374 A $32.07 126,914(2) D
Common Stock 07/14/2023 F(5) 2,942 D $32.07 123,972(2) D
Common Stock 1,782(6) I By ESOP
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
Employee Stock Options(7) $33.26 (8) 07/01/2033 Common Stock 28,090 28,090 D
Employee Stock Options(9) $30.59 (10) 07/01/2032 Common Stock 18,300 18,300 D
Employee Stock Options(11) $30.77 (12) 07/01/2031 Common Stock 18,916 18,916 D
Employee Stock Options(13) $23.57 (14) 07/14/2030 Common Stock 24,780 24,780 D
Employee Stock Options(15) $22.25 (16) 07/01/2029 Common Stock 33,784 33,784 D
Employee Stock Options(17) $22.48 07/01/2021 07/01/2028 Common Stock 13,345 13,345 D
Employee Stock Options(18) $39.23 08/07/2020 08/07/2027 Common Stock 5,539 5,539 D
Employee Stock Options(19) $47.51 07/01/2020 07/01/2027 Common Stock 13,935 13,935 D
Explanation of Responses:
1. Represents shares of common stock withheld to satisfy a portion of tax liability upon the lapse of restrictions on restricted stock units ("RSUs") issued pursuant to the Patterson Companies, Inc. Amended and Restated 2015 Omnibus Incentive Plan ("Plan").
2. Includes an aggregate of 22,261 RSUs awarded in the years 2020 through 2023 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon continued employment as follows: 2,688 units vest 12/1/2023, 6,400 units vest 7/1/2024, 2,688 units vest 12/15/2024, 4,776 units vest on 7/1/2025, 2,697 units vest 12/15/2025 and 3,012 units vest 7/1/2026.
3. Represents an aggregate of 142 shares withheld for potential tax liability associated with Reporting Person's eligibility for "retirement" under the Plan.
4. Represents shares earned upon satisfaction of performance criteria applicable to non-derivative performance share units.
5. Represents shares of common stock withheld to satisfy a portion of tax liability upon the vesting of performance share units.
6. Represents shares of common stock indirectly held by the Reporting Person's Employee Stock Ownership Plan (ESOP) account through May 1, 2023.
7. Stock options granted pursuant to the Plan on 7/1/2023.
8. Options are exercisable as follows: 33.3% on 7/1/2024, 33.3% on 7/1/2025 and 33.4% on 7/1/2026.
9. Stock options granted pursuant to the Plan on 7/1/2022.
10. Options are exercisable as follows: 33.3% on 7/1/2023, 33.3% on 7/1/2024 and 33.4% on 7/1/2025.
11. Stock options granted pursuant to the Plan on 7/1/2021.
12. Options are exercisable as follows: 33.3% on 7/1/2022, 33.3% on 7/1/2023 and 33.4% on 7/1/2024.
13. Stock options granted pursuant to the Plan on 7/14/2020.
14. Options are exercisable as follows: 33.3% on 7/14/2021, 33.3% on 7/14/2022 and 33.4% on 7/14/2023.
15. Stock options granted pursuant to the Plan on 7/1/2019.
16. Options are exercisable as follows: 33.3% on 7/1/2020, 33.3% on 7/1/2021 and 33.4% on 7/1/2022.
17. Stock options granted pursuant to the Plan on 7/1/2018.
18. Stock option granted pursuant to the Plan on 8/7/2017.
19. Stock option granted pursuant to the Plan on 7/1/2017.
Remarks:
Les B. Korsh, by Power of Attorney 07/18/2023
** 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 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.
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