SEC FORM 4

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^*

WILTZ JAMES W

(Last)

(First)

(Middle)

PATTERSON COMPANIES, INC.

1031 MENDOTA HEIGHTS ROAD

(Street)

ST. PAUL

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Director, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2010⁽¹⁾		S		50,000	D	$30.7442	455,836	I⁽²⁾	Revocable Trust⁽²⁾
Common Stock								128,015	D
Common Stock								9,550	I⁽³⁾	Family Trust⁽³⁾
Common Stock								99,166	I⁽⁴⁾	GRAT⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward Sale Contract (Obligation to Sell)	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	200,000		0	D
Employee Stock Options	⁽⁶⁾							⁽⁷⁾	⁽⁸⁾	Common Stock	147,468		147,468	D

Explanation of Responses:

1. The transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 16, 2009.

2. Revocable Trust of which the Reporting Person is the Settlor and Trustee.

3. In Trust for members of Reporting Person's Family.

4. Held by Grantor Retained Annuity Trust.

5. The Reporting Person (RP) entered into a prepaid forward sale contract with an unaffiliated third party buyer. The RP agreed to deliver to the buyer up to 200,000 shares on 12/29/2011, the maturity date of the contract. The RP received $4,408,248 as of the date of contract. The RP pledged 200,000 shares (Pledged Shares) to secure his obligations under the contract. The number of shares to be delivered to the buyer on the maturity date is as follows: (a) if the value per share on the maturity date (Maturity Price) is less than $24.92, the RP will deliver all the Pledged Shares; (b) if the Maturity Price is between $24.92 and $34.61, the RP will deliver shares equal to $24.92 divided by the Maturity Price times the number of Pledged Shares; and (c) if the Maturity Price is greater than $34.61, the RP will deliver shares equal to the Pledged Shares times the ratio of $24.92 plus Maturity Price less $34.61 divided by Maturity Price, or the cash equivalent.

6. Employee Stock Options granted as follows: 141,998 on 04/28/2003 at $19.97; and 5,470 on 4/26/2004 at $38.50.

7. Options exercisable as follows: 20,285 on April 28 for each year 2006-2012; and 5,470 on 4/26/2013.

8. All grants expire 10 years after grant date.

	Matthew L. Levitt, by Power of Attorney	04/05/2010
	** 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).
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