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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PATTERSON COMPANIES, INC. [ PDCO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/05/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 12/05/2022 | A(1) | 39,669 | A | $28.99 | 117,701(2) | D | |||
Common Stock | 1,130(3) | I | By ESOP |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | $28.99 | 12/05/2022 | A(4) | 134,033 | (5) | 12/05/2032 | Common Stock | 134,033 | $28.99 | 134,033 | D | ||||
Employee Stock Options(6) | $30.59 | (7) | 07/01/2032 | Common Stock | 35,895 | 35,895 | D | ||||||||
Employee Stock Options(8) | $30.77 | (9) | 07/01/2031 | Common Stock | 37,831 | 37,831 | D | ||||||||
Employee Stock Options(10) | $23.57 | (11) | 07/14/2030 | Common Stock | 57,819 | 57,819 | D | ||||||||
Employee Stock Options(12) | $22.25 | (13) | 07/01/2029 | Common Stock | 78,829 | 78,829 | D | ||||||||
Employee Stock Options(14) | $22.48 | 07/01/2021 | 07/01/2028 | Common Stock | 33,363 | 33,363 | D | ||||||||
Employee Stock Options(15) | $22.67 | (15) | 06/29/2028 | Common Stock | 99,250 | 99,250 | D |
Explanation of Responses: |
1. Represents restricted stock units ("RSU") equivalents awarded on 12/5/2022 pursuant to the Patterson Companies, Inc. Amended and Restated 2015 Omnibus Incentive Plan ("Plan). The RSUs awarded vest, assuming continued employment, 33.3% on 12/5/2023, 33.3% on 12/5/2024 and 33.4% on 12/5/2025. |
2. Includes an aggregate of 30,283 RSUs awarded on 7/1/2018, 7/1/2019, 7/14/2020, 7/1/2021 and 7/1/2022 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon employment as follows: 8,944 units vest 7/1/2023, 11,137 units vest 7/14/2023, 6,722 units vest 7/1/2024 and 3,480 units vest 7/1/2025. |
3. Represents shares of common stock indirectly held by the Reporting Person's Employee Stock Ownership Plan ("ESOP") account through November 7, 2022. |
4. Stock options granted pursuant to the Plan on 12/5/2022. |
5. Options are excercisable as follows: 33.3% on 12/5/2023, 33.3% on 12/5/2024 and 33.4% on 12/5/2025. |
6. Stock options granted pursuant to the Plan on 7/1/2022. |
7. Options are exercisable as follows: 33.3% on 7/1/2023, 33.3% on 7/1/2024 and 33.4% on 7/1/2025. |
8. Stock options granted pursuant to the Plan on 7/1/2021. |
9. Options are exercisable as follows: 33.3% on 7/1/2022, 33.3% on 7/1/2023 and 33.4% on 7/1/2024. |
10. Stock options granted pursuant to the Plan on 7/14/2020. |
11. Options are exercisable as follows: 33.3% on 7/14/2021, 33.3% on 7/14/2022 and 33.4% on 7/14/2023. |
12. Stock options granted pursuant to the Plan on 7/1/2019. |
13. Options are exercisable as follows: 33.3% on 7/1/2020, 33.3% on 7/1/2021 and 33.4% on 7/1/2022. |
14. Stock options granted pursuant to the Plan on 7/1/2018. |
15. 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. |
Remarks: |
Les B. Korsh, by Power of Attorney | 12/06/2022 | |
** 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. |