Statement of Changes in Beneficial Ownership (4)
July 16 2020 - 11:46AM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Frohning Andrea L. |
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) Chief Human Resources Officer |
(Last)
(First)
(Middle)
1031 MENDOTA HEIGHTS ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/14/2020 |
(Street)
ST. PAUL, MN 55120
(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 | 7/14/2020 | | A(1) | | 4243 | A | $23.57 | 41673 (2)(3)(4) | D | |
Common Stock | | | | | | | | 680 (5) | I | By ESOP |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | $23.57 | 7/14/2020 | | A (6) | | 22026 | | (7) | 7/14/2030 | Common Stock | 22026 | $23.57 | 22026 | D | |
Employee Stock Options (8) | $22.25 | | | | | | | (9) | 7/1/2029 | Common Stock | 30030 | | 30030 | D | |
Employee Stock Options (10) | $22.48 | | | | | | | 7/1/2021 | 7/1/2028 | Common Stock | 10009 | | 10009 | D | |
Explanation of Responses: |
(1) | Represents restricted stock units ("RSUs") awarded on 7/14/2020 to Reporting Person pursuant to the Patterson Companies, Inc. Amended and Restated 2015 Omnibus Incentive Plan ("Plan"). The RSUs awarded vest, assuming continued employment, 100% on 7/14/2023. |
(2) | Includes 17,808 RSUs awarded on 5/21/2018, 7/1/2018 and 7/1/2019 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon continued employment as follows: 11,312 units vest 5/1/2021, 667 units vest 7/1/2021, 5,161 units vest 7/1/2022 and 668 units vest 7/1/2023. |
(3) | Includes 5,838 RSU equivalents attributable to the June 11, 2019 determination by the Compensation Committee that the performance criteria for the period of April 29, 2018 through April 27, 2019 applicable to non-derivative performance units issued on August 7, 2018 had been satisfied. Subject to continued employment of the Reporting Person through April 24, 2021, the RSU equivalents will automatically convert into shares of common stock. |
(4) | Includes 12,810 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 restricted stock unit equivalents will automatically convert into shares of common stock. |
(5) | Represents shares of common stock indirectly held by Reporting Person's Employee Stock Ownership Plan ("ESOP") account through April 25, 2020. |
(6) | Stock options granted pursuant to the Plan on 7/14/2020. |
(7) | Options are exercisable as follows: 33.3% on 7/14/2021, 33.3% on 7/14/2022 and 33.4% on 7/14/2023. |
(8) | Stock options granted pursuant to the Plan on 7/1/2019. |
(9) | Options are exercisable as follows: 33.3% on 7/1/2020, 33.3% on 7/1/2021 and 33.4% on 7/1/2022. |
(10) | Stock options granted pursuant to the Plan on 7/1/2018. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Frohning Andrea L. 1031 MENDOTA HEIGHTS ROAD ST. PAUL, MN 55120 |
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| Chief Human Resources Officer |
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Signatures
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Les B. Korsh, by Power of Attorney | | 7/16/2020 |
**Signature of Reporting Person | Date |
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