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)
07/14/2020

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	07/14/2020		A(1)		11,137	A	$23.57	108,342(2)(3)(4)	D
Common Stock								671(5)	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	$23.57	07/14/2020		A(6)		57,819		(7)	07/14/2030	Common Stock	57,819	$23.57	57,819	D
Employee Stock Options(8)	$22.25							(9)	07/01/2029	Common Stock	78,829		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 restricted stock units ("RSUs") awarded on 7/14/2020 to Reporting Person pursuant to the Patterson Companies, Inc. Amended and Restated 2015 Omnibus Incentive Plan ("Plan"). The RSUs awarded vest, assuming continued employment, 100% on 7/14/2023.

2. Includes 18,471 RSUs awarded on 7/1/2018 and 7/1/2019 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon continued employment as follows: 2,224 units vest 7/1/2021, 14,022 units vest 7/1/2022 and 2,225 units vest 7/1/2023.

3. Includes 19,460 RSU equivalents attributable to the June 11, 2019 determination by the Compensation Committee that the performance criteria for the period of April 29, 2018 through April 27, 2019 applicable to non-derivative performance units issued on August 7, 2018 had been satisfied. Subject to continued employment of the Reporting Person through April 24, 2021, the RSU equivalents will automatically convert into shares of common stock.

4. Includes 33,625 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.

5. Represents shares of common stock indirectly help by the Reporting Person's Employee Stock Ownership Plan ("ESOP") account through April 25, 2020.

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

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

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

9. Options are exercisable as follows: 33.3% on 7/1/2020, 33.3% on 7/1/2021 and 33.4% 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	07/16/2020
	** 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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