Zurbay Donald Form 4 PATTERSON COMPANIES / Donald Zurbay ownership change

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^*

Zurbay Donald

(Last) (First) (Middle)

1031 MENDOTA HEIGHTS

(Street)

ST. PAUL MN 55120

(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)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2019

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	06/29/2019		F(1)		4,725	D	$22.9	37,274(2)(3)	D
Common Stock	07/01/2019		F(4)		681	D	$22.25	36,593(3)(5)	D
Common Stock	07/01/2019		A(6)		11,798	A	$22.25	48,391(3)(5)	D
Common Stock								245(7)	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	$22.25	07/01/2019		A(8)		78,829		(9)	07/01/2029	Common Stock	78,829	$22.25	78,829	D
Employee Stock Options(10)	$22.67							(10)	06/29/2028	Common Stock	99,250		99,250	D
Employee Stock Options(11)	$22.48							07/01/2021	07/01/2028	Common Stock	33,363		33,363	D

Explanation of Responses:

1. Represents shares of common stock withheld for payment of taxes incurred upon the lapse of restrictions on restricted stock units ("RSUs") issued 6/29/2018 outside the Patterson Companies, Inc. Amended and Restated 2015 Omnibus Incentive Plan ("Plan").

2. Includes 11,121 RSUs awarded on 7/1/2018 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon continued employment as follows: 2,224 units vest 7/1/2019, 2,224 units vest 7/1/2020, 2,224 units vest 7/1/2021, 2,224 units vest 7/1/2022 and 2,225 units vest 7/1/2023.

3. Includes 15,439 RSUs granted to Reporting Person on 6/29/2018 as an inducement award granted outside the Plan. The RSUs will vest, assuming continued employment, on 6/9/2020.

4. Represents shares of common stock withheld for payment of taxes incurred upon the lapse of restrictions on RSUs issued pursuant to the Plan.

5. Includes 8,897 RSUs awarded on 7/1/2018 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon continued employment as follows: 2,224 units vest 7/1/2020, 2,224 units vest 7/1/2021, 2,224 units vest 7/1/2022 and 2,225 units vest 7/1/2023.

6. Represents RSUs awarded on 7/1/2019 to Reporting Person pursuant to the Plan. The RSUs awarded vest, assuming continued employment, 100% on 7/1/2022.

7. Represents shares of common stock indirectly help by the Reporting Person's Employee Stock Ownership Plan ("ESOP") account through June 28, 2019.

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

9. Options are exercisable as follows: 33% on 7/1/2020, 33% on 7/1/2021 and 34% on 7/1/2022.

10. Stock options granted as an inducement award granted outside the Plan on 6/29/2018. The stock options granted would vest pro-rata over the course of 3 years, with one-third of the shares vesting on 6/29/2019, one-third vesting on 6/29/2020, and the remaining one-third vesting 6/29/2021, in all cases subject to continued employments.

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

Remarks:

	Les B. Korsh, by Power of Attorney	07/02/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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