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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PATTERSON COMPANIES, INC. [ PDCO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/01/2023 | F(1) | 701 | D | $33.26 | 106,336(2)(3) | D | |||
Common Stock | 07/01/2023 | A(4) | 9,020 | A | $33.26 | 115,356(2) | D | |||
Common Stock | 1,782(5) | I | By ESOP |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | $33.26 | 07/01/2023 | A(6) | 28,090 | (7) | 07/01/2033 | Common Stock | 28,090 | $33.26 | 28,090 | D | ||||
Employee Stock Options(8) | $30.59 | (9) | 07/01/2032 | Common Stock | 18,300 | 18,300 | D | ||||||||
Employee Stock Options(10) | $30.77 | (11) | 07/01/2031 | Common Stock | 18,916 | 18,916 | D | ||||||||
Employee Stock Options(12) | $23.57 | (13) | 07/14/2030 | Common Stock | 24,780 | 24,780 | D | ||||||||
Employee Stock Options(14) | $22.25 | (15) | 07/01/2029 | Common Stock | 33,784 | 33,784 | D | ||||||||
Employee Stock Options(16) | $22.48 | 07/01/2021 | 07/01/2028 | Common Stock | 13,345 | 13,345 | D | ||||||||
Employee Stock Options(17) | $39.23 | 08/07/2020 | 08/07/2027 | Common Stock | 5,539 | 5,539 | D | ||||||||
Employee Stock Options(18) | $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 18,014 RSUs awarded in the years 2020 through 2022 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon continued employment as follows: 4,773 units vest 7/14/2023, 2,688 units vest 12/1/2023, 3,396 units vest 7/1/2024, 2,688 units vest 12/15/2024, 1,772 units vest on 7/1/2025 and 2,697 units vest 12/15/2025. |
3. Represents an aggregate of 381 shares withheld for potential tax liability associated with Reporting Person's eligibility for "retirement" under the Plan. |
4. Represents RSUs awarded on 7/1/2023 to Reporting Person pursuant to the Plan. The RSUs awarded vest, assuming continued employment, 33.3% on 7/1/2024, 33.3% on 7/1/2025 and 33.4% on 7/1/2026. |
5. Represents shares of common stock indirectly held by the Reporting Person's Employee Stock Ownership Plan (ESOP) account through May 1, 2023. |
6. Stock options granted pursuant to the Plan on 7/1/2023. |
7. Options are exercisable as follows: 33.3% on 7/1/2024, 33.3% on 7/1/2025 and 33.4% on 7/1/2026. |
8. Stock options granted pursuant to the Plan on 7/1/2022. |
9. Options are exercisable as follows: 33.3% on 7/1/2023, 33.3% on 7/1/2024 and 33.4% on 7/1/2025. |
10. Stock options granted pursuant to the Plan on 7/1/2021. |
11. Options are exercisable as follows: 33.3% on 7/1/2022, 33.3% on 7/1/2023 and 33.4% on 7/1/2024. |
12. Stock options granted pursuant to the Plan on 7/14/2020. |
13. Options are exercisable as follows: 33.3% on 7/14/2021, 33.3% on 7/14/2022 and 33.4% on 7/14/2023. |
14. Stock options granted pursuant to the Plan on 7/1/2019. |
15. Options are exercisable as follows: 33.3% on 7/1/2020, 33.3% on 7/1/2021 and 33.4% on 7/1/2022. |
16. Stock options granted pursuant to the Plan on 7/1/2018. |
17. Stock option granted pursuant to the Plan on 8/7/2017. |
18. Stock option granted pursuant to the Plan on 7/1/2017. |
Remarks: |
Les B. Korsh, by Power of Attorney | 07/05/2023 | |
** 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. | ||
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. |