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) 06/28/2019 | ||||||||||||||||||||||||||
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 | 06/28/2019 | A(1) | 374 | A | $17.0765 | 98,545(2)(3)(4) | D | |||
Common Stock | 07/01/2019 | F(5) | 2,181 | D | $22.25 | 96,364(3)(4)(6) | D | |||
Common Stock | 07/01/2019 | A(7) | 36,517 | A | $22.25 | 132,881(3)(4)(6) | D | |||
Common Stock | 385(8) | 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 | $22.25 | 07/01/2019 | A(9) | 243,994 | (10) | 07/01/2029 | Common Stock | 243,994 | $22.25 | 243,994 | D | ||||
Employee Stock Options(11) | $22.48 | 07/01/2021 | 07/01/2028 | Common Stock | 99,956 | 99,956 | D | ||||||||
Employee Stock Options(12) | $35.41 | 12/01/2020 | 12/01/2027 | Common Stock | 52,764 | 52,764 | D |
Explanation of Responses: |
1. Shares acquired by Reporting Person pursuant to the Patterson Companies, Inc. Employee Stock Purchase Plan. |
2. Includes 42,928 Restricted Stock Units (RSUs") awarded on 12/1/2017 and 7/1/2018 to Reporting Person pursuant to the Patterson Companies, Inc. Amended and Restated 2015 Incentive Plan ("Plan"). The RSUs vest contingent upon continued employment as follows: 7,126 units in aggregate vest on 7/1/2019, 1,824 units in aggregate vest on 12/1/2019, 7,126 units in aggregate vest on 7/1/2020, 1,824 units in aggregate vest on 12/1/2020, 7,126 units in aggregate vest on 7/1/2021, 1,824 units in aggregate vest on 12/1/2021, 7,127 units in aggregate vest on 7/1/2022, 1,824 units in aggregate vest on 12/1/2022 and 7,127 units in aggregate vest on 7/1/2023. |
3. Includes 28,241 RSUs granted to Reporting Person on 12/1/2017 as an inducement award granted outside the Plan. The RSUs will vest, assuming continued employment on 12/1/2019. |
4. Includes 5,766 shares acquired pursuant to Reporting Person's participation in the Patterson Companies, Inc. Capital Accumulation Plan in the year 2018 and remain subject to the terms of such plan. |
5. Represents shares of common stock withheld for payment of taxes incurred upon the lapse of restrictions on RSUs issued pursuant to the Plan. |
6. Includes 35,802 RSUs awarded on 12/1/2017 and 7/1/2018 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon continued employment as follows: 1,824 units vest 12/1/2019, 7,126 units vest 7/1/2020, 1,824 units vest 12/1/2020, 7,126 units vest 7/1/2021, 1,824 units vest 12/1/2021, 7,127 units vest 7/1/2022, 1,824 units vest 12/1/2022 and 7,127 units vest 7/1/2023. |
7. Represents RSUs awarded on 7/1/2019 to Reporting Person pursuant to the Plan. The RSUs awarded vest, assuming continued employment, 100% on 7/1/2022. |
8. Represents shares of common stock indirectly help by the Reporting Person's Employee Stock Ownership Plan ("ESOP") account through June 28, 2019. |
9. Stock options granted pursuant to the Plan on 7/1/2019. |
10. Options are exercisable as follows: 33% on 7/1/2020, 33% on 7/1/2021 and 34% 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 12/1/2017. |
Remarks: |
Les B. Korsh, by Power of Attorney | 07/02/2019 | |
** 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. |