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 |
| |||||||||||||||
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)
| 2. Issuer Name and Ticker or Trading Symbol PATTERSON COMPANIES, INC. [ PDCO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
3. Date of Earliest Transaction (Month/Day/Year) 07/01/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 07/01/2022 | F(1) | 48,492 | D | $30.59 | 279,804(2) | D | |||
Common Stock | 07/01/2022 | F(3) | 18,938 | D | $30.59 | 260,866(4) | D | |||
Common Stock | 07/01/2022 | A(5) | 35,551 | A | $30.59 | 296,417(4) | D | |||
Common Stock | 1,246(6) | 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 | $30.59 | 07/01/2022 | A(7) | 122,466 | (8) | 07/01/2032 | Common Stock | 122,466 | $30.59 | 122,466 | D | ||||
Employee Stock Options(9) | $30.77 | (10) | 07/01/2031 | Common Stock | 126,103 | 126,103 | D | ||||||||
Employee Stock Options(11) | $23.57 | (12) | 07/14/2030 | Common Stock | 178,965 | 178,965 | D | ||||||||
Employee Stock Options(13) | $22.25 | (14) | 07/01/2029 | Common Stock | 243,994 | 243,994 | D | ||||||||
Employee Stock Options(15) | $22.48 | 07/01/2021 | 07/01/2028 | Common Stock | 99,956 | 99,956 | D | ||||||||
Employee Stock Options(16) | $35.41 | 12/01/2020 | 12/01/2027 | Common Stock | 52,764 | 52,764 | D |
Explanation of Responses: |
1. On July 1, 2022, the restricted stock unit ("RSU") equivalents vested per the Patterson Companies, Inc. Amended and Restated 2015 Omnibus Incentive Plan ("Plan) and were paid out in common stock. The Company withheld shares to satisfy the tax liability associated with the vesting. |
2. Includes an aggregate of 119,566 RSUs awarded on 12/1/2017, 7/1/2018, 7/1/2019, 7/14/2020 and 7/1/2021 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon continued employment as follows: 54,476 units vest 7/1/2022, 1,824 units vest 12/1/2022, 17,959 units vest 7/1/2023, 34,472 units vest 7/14/2023 and 10,835 units vest 7/1/2024. |
3. Represents shares of common stock withheld to satisfy a portion of tax liability upon the lapse of restrictions on RSUs issued pursuant to the Plan. |
4. Includes an aggregate of 65,091 RSUs awarded on 12/1/2017, 7/1/2018, 7/1/2019, 7/14/2020 and 7/1/2021 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon employment as follows: 1,824 units vest 12/1/2022, 17,958 units vest 7/1/2023, 34,472 units vest 7/14/2023 and 10,837 units vest 7 /1/2024. |
5. Represents RSUs awarded on 7/1/2022 to Reporting Person pursuant to the Plan. The RSUs awarded vest, assuming continued employment, 33.3% on 7/1/2023, 33.3% on 7/1/2024 and 33.4% on 7/1/2025. |
6. Represents shares of common stock indirectly help by the Reporting Person's Employee Stock Ownership Plan ("ESOP") account through April 29, 2022. |
7. Stock options granted pursuant to the Plan on 7/1/2022. |
8. Options are exercisable as follows: 33.3% on 7/1/2023, 33.3% on 7/1/2024 and 33.4% on 7/1/2025. |
9. Stock options granted pursuant to the Plan on 7/1/2021. |
10. Options are exercisable as follows: 33.3% on 7/1/2022, 33.3% on 7/1/2023 and 33.4% on 7/1/2024. |
11. Stock options granted pursuant to the Plan on 7/14/2020. |
12. Options are exercisable as follows: 33.3% on 7/14/2021, 33.3% on 7/14/2022 and 33.4% on 7/14/2023. |
13. Stock options granted pursuant to the Plan on 7/1/2019. |
14. Options are exercisable as follows: 33.3% on 7/1/2020, 33.3% on 7/1/2021 and 33.4% on 7/1/2022. |
15. Stock options granted pursuant to the Plan on 7/1/2018. |
16. Stock options granted pursuant to the Plan on 12/1/2017. |
Remarks: |
Les B. Korsh, by Power of Attorney | 07/06/2022 | |
** 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. |