Statement of Changes in Beneficial Ownership (4)
July 03 2018 - 2:45PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
POHLMAN KEVIN M
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2. Issuer Name
and
Ticker or Trading Symbol
PATTERSON COMPANIES, INC.
[
PDCO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President - Animal Health
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(Last)
(First)
(Middle)
822 7TH STREET, SUITE 740
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2018
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(Street)
GREELEY, CO 80631
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/1/2018
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F
(1)
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265
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D
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$22.48
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67975
(2)
(3)
(4)
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D
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Common Stock
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7/1/2018
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A
(5)
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264
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A
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$19.27
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68239
(2)
(3)
(4)
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D
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Common Stock
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7/1/2018
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A
(6)
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4448
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A
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$22.48
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72687
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D
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Common Stock
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388
(7)
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I
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By ESOP
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Options
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$22.48
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7/1/2018
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A
(8)
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13345
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7/1/2021
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7/1/2028
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Common Stock
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13345
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$22.48
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13345
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D
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Employee Stock Options
(9)
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$39.23
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8/7/2020
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8/7/2027
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Common Stock
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5539
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5539
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D
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Employee Stock Options
(10)
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$47.51
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7/1/2020
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7/1/2027
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Common Stock
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13935
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13935
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D
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Explanation of Responses:
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(1)
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Represents shares of common stock withheld for payment of taxes incurred upon the lapse of restrictions on restricted stock units issued pursuant to the Patterson Companies, Inc. 2015 Omnibus Incentive Plan ("Plan").
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(2)
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Includes 5,393 Restricted Stock Units ("RSUs") awarded on 9/21/2015, 7/1/2016, 7/1/2017 and 8/7/2017 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon continued employment as follows: 191 units vest on 8/7/2018, 313 units vest on 9/21/2018, 990 units in aggregate vest on 7/1/2019, 191 units vest on 8/7/2019, 313 units vest on 9/21/2019, 990 units vest in aggregate on 7/1/2020, 191 units vest on 8/7/2020, 314 units vest on 9/21/2020, 991 units vest in aggregate on 7/1/2021, 191 units vest on 8/7/2021, 527 units vest on 7/1/2022 and 191 units vest on 8/7/2022.
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(3)
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Includes 4,467 shares acquired pursuant to Reporting Person's participation in the Patterson Companies, Inc. Capital Accumulation Plan in the years 2016 and 2017 and remain subject to the terms of such plan.
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(4)
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Includes 56,255 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 Patterson Companies, Inc. 2015 Omnibus Incentive Plan ("Plan") and will vest, contingent upon continued employment, 25% on 6/11/2019, 25% on 6/11/2020 and 50% on 6/11/2021.
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(5)
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Shares acquired by Reporting Person pursuant to the Patterson Companies, Inc. Employee Stock Purchase Plan.
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(6)
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Represents RSUs awarded on 7/1/2018 to Reporting Person pursuant to the Plan. The award vests in 5 equal annual installments commencing on the one year anniversary of the date of grant and each anniversary thereafter.
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(7)
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Represents shares of common stock indirectly held by the Reporting Person's Employee Stock Ownership Plan (ESOP) account through June 30, 2018.
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(8)
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Stock options granted pursuant to the Plan on 7/1/2018.
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(9)
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Stock option granted pursuant to the Plan on 8/7/2017.
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(10)
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Stock option granted pursuant to the Plan on 7/1/2017.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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POHLMAN KEVIN M
822 7TH STREET, SUITE 740
GREELEY, CO 80631
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President - Animal Health
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Signatures
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Les B. Korsh, by Power of Attorney
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7/3/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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