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) 04/24/2021 | ||||||||||||||||||||||||||
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 | 04/24/2021 | F(1) | 2,398 | D | $33.46 | 102,313(2)(3)(4) | D | |||
Common Stock | 04/26/2021 | S(5) | 1,174 | D | $33.65 | 101,139(2)(3)(4) | D | |||
Common Stock | 1,554(6) | 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(7) | $23.57 | (8) | 07/14/2030 | Common Stock | 24,780 | 24,780 | D | ||||||||
Employee Stock Options(9) | $22.25 | (10) | 07/01/2029 | Common Stock | 33,784 | 33,784 | D | ||||||||
Employee Stock Options(11) | $22.48 | 07/01/2021 | 07/01/2028 | Common Stock | 14,179 | 14,179 | D | ||||||||
Employee Stock Options(12) | $47.51 | 07/01/2020 | 07/01/2027 | Common Stock | 11,845 | 11,845 | D | ||||||||
Employee Stock Options(13) | $48.47 | 07/01/2019 | 07/01/2026 | Common Stock | 10,379 | 10,379 | D | ||||||||
Employee Stock Options(14) | $56.66 | (15) | 07/01/2025 | Common Stock | 25,000 | 25,000 | D |
Explanation of Responses: |
1. On April 24, 2021, 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 33,753 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. |
3. Includes 13,911 RSUs awarded on 7/1/2016, 7/1/2017, 7/1/2018, 7/1/2019 and 7/14/2020 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon continued employment as follows: 6,799 units in aggregate vest on 7/1/2021, 1,393 units in aggregate vest on 7/1/2022, 946 units vest on 7/1/2023 and 4,773 units vest on 7/14/2023. |
4. Includes 14,410 RSU equivalents attributable to the July 1, 2020 determination by the Compensation Committee that the performance criteria for the period of April 27, 2019 through April 25, 2020 applicable to non-derivative performance units issued on July 1, 2019 had been satisfied. Subject to continued employment of the Reporting Person through July 1, 2022, the RSU equivalents will automatically convert into shares of common stock. |
5. The transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 Plan adopted by the Reporting Person on July 9, 2020. |
6. Represents shares of common stock indirectly held by the Reporting Person's Employee Stock Ownership Plan (ESOP) account through April 25, 2020. |
7. Stock options granted pursuant to the Plan on 7/14/2020. |
8. Options are exercisable as follows: 33.3% on 7/14/2021, 33.3% on 7/14/2022 and 33.4% on 7/14/2023. |
9. Stock options granted pursuant to the Plan on 7/1/2019. |
10. Options are exercisable as follows: 33.3% on 7/1/2020, 33.3% on 7/1/2021 and 33.4% on 7/1/2022. |
11. Stock options granted pursuant to the Plan on 7/1/2018. |
12. Stock options granted pursuant to the Plan on 7/1/2017. |
13. Stock options granted pursuant to the Plan on 7/1/2016. |
14. Stock options granted pursuant to the Patterson Companies, Inc. Amended and Restated Equity Incentive Plan on 7/1/2015. |
15. Options are exercisable as follows: 25% on 7/1/2018, 25% on 7/1/2019 and 50% on 7/1/2020. |
Remarks: |
Les B. Korsh | 04/27/2021 | |
** 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. |