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)
06/11/2020

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	06/11/2020		F(1)		2,871	D	$17.24	82,816(2)(3)(4)	D
Common Stock								1,249(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(6)	$22.25							(7)	07/01/2029	Common Stock	33,784		33,784	D
Employee Stock Options(8)	$22.48							07/01/2021	07/01/2028	Common Stock	13,345		13,345	D
Employee Stock Options(9)	$39.23							08/07/2020	08/07/2027	Common Stock	5,539		5,539	D
Employee Stock Options(10)	$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 for payment of taxes incurred 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 12,010 RSUs awarded on 9/21/2015, 7/1/2016, 7/1/2017, 8/7/2017, 7/1/2018 and 7/1/2019 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon continued employment as follows: 1,879 units in aggregate vest on 7/1/2020, 191 units vest on 8/7/2020, 314 units vest on 9/21/2020, 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 and 890 units vest on 7/1/2023.

3. Includes 28,127 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 Plan and will vest, contingent upon continued employment on 6/11/2021.

4. Includes 7,784 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.

5. Represents shares of common stock indirectly held by the Reporting Person's Employee Stock Ownership Plan (ESOP) account through December 31, 2019.

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

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

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

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

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

Remarks:

	Les B. Korsh, by Power of Attorney	06/15/2020
	** Signature of Reporting Person	Date
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