SEC FORM 4

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

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)
06/30/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2021		A⁽¹⁾		440	A	$24.769	94,570⁽²⁾⁽³⁾	D
Common Stock								1,660⁽⁴⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options⁽⁵⁾	$23.57							⁽⁶⁾	07/14/2030	Common Stock	24,780		24,780	D
Employee Stock Options⁽⁷⁾	$22.25							⁽⁸⁾	07/01/2029	Common Stock	33,784		33,784	D
Employee Stock Options⁽⁹⁾	$22.48							07/01/2021	07/01/2028	Common Stock	13,345		13,345	D
Employee Stock Options⁽¹⁰⁾	$39.23							08/07/2020	08/07/2027	Common Stock	5,539		5,539	D
Employee Stock Options⁽¹¹⁾	$47.51							07/01/2020	07/01/2027	Common Stock	13,935		13,935	D

Explanation of Responses:

1. Shares acquired by Reporting Person pursuant to the Patterson Companies, Inc. Employee Stock Purchase Plan.

2. Includes 14,399 RSUs awarded on 7/1/2016, 7/1/2017, 8/7/2017, 7/1/2018, 7/1/2019 and 7/14/2020 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon continued employment as follows: 1,881 units in aggregate vest on 7/1/2021, 191 units vest on 8/7/2021, 6,473 units vest on 7/1/2022, 191 units vest on 8/7/2022, 890 units vest on 7/1/2023 and 4,773 units vest on 7/14/2023.

3. Includes 14,410 RSU equivalents attributable to the July 1, 2020 determination by the Compensation Committee that the performance criteria for the period of April 27, 2019 through April 25, 2020 applicable to non-derivative performance units issued on July 1, 2019 had been satisfied. Subject to continued employment of the Reporting Person through July 1, 2022, the RSU equivalents will automatically convert into shares of common stock.

4. Represents shares of common stock indirectly held by the Reporting Person's Employee Stock Ownership Plan (ESOP) account through May 21, 2021.

5. Stock options granted pursuant to the Plan on 7/14/2020.

6. Options are exercisable as follows: 33.3% on 7/14/2021, 33.3% on 7/14/2022 and 33.4% on 7/14/2023.

7. Stock options granted pursuant to the Plan on 7/1/2019.

8. Options are exercisable as follows: 33.3% on 7/1/2020, 33.3% on 7/1/2021 and 33.4% on 7/1/2022.

9. Stock options granted pursuant to the Plan on 7/1/2018.

10. Stock option granted pursuant to the Plan on 8/7/2017.

11. Stock option granted pursuant to the Plan on 7/1/2017.

Remarks:

	Les B. Korsh, by Power of Attorney	07/02/2021
	** 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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