Pohlman Kevin M Form 4 PATTERSON COMPANIES / KEVIN M POHLMAN 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^*

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)
06/11/2018

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	06/11/2018		A(1)		56,255	A	$22.22	68,240(2)(3)	D
Common Stock								71(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Options(5)	$39.23							08/07/2020	08/07/2027	Common Stock	5,539		5,539	D
Employee Stock Options(6)	$47.51							07/01/2020	07/01/2027	Common Stock	13,935		13,935	D

Explanation of Responses:

1. Represents Restricted Stock Units ("RSUs") awarded to Reporting Person pursuant to a Restrictive Covenants, Severance and Change in Control Agreement between Patterson Companies, Inc. and the Reporting Person. Each RSU represents a right to receive one share of common stock upon vesting. The RSUs are issued under the Patterson Companies, Inc. 2015 Omnibus Incentive Plan ("Plan") and will vest, contingent upon continued employment, 25% on 6/11/2019, 25% on 6/11/2020 and 50% on 6/11/2021.

2. Includes 6,383 RSUs awarded on 9/21/2015, 7/1/2016, 7/1/2017 and 8/7/2017 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon continued employment as follows: 990 units in aggregate vest on 7/1/2018, 191 units vest on 8/7/2018, 313 units vest on 9/21/2018, 990 units in aggregate vest on 7/1/2019, 191 units vest on 8/7/2019, 313 units vest on 9/21/2019, 990 units vest in aggregate on 7/1/2020, 191 units vest on 8/7/2020, 314 units vest on 9/21/2020, 991 units vest in aggregate on 7/1/2021, 191 units vest on 8/7/2021, 527 units vest on 7/1/2022 and 191 units vest on 8/7/2022.

3. Includes 4,467 shares acquired pursuant to Reporting Person's participation in the Patterson Companies, Inc. Capital Accumulation Plan in the years 2016 and 2017 and remain subject to the terms of such plan.

4. Represents shares of common stock indirectly held by the Reporting Person's Employee Stock Ownership Plan (ESOP) account through April 30, 2018.

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

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

Remarks:

	Les B. Korsh, by Power of Attorney	06/13/2018
	** 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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