Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ROGAN TIMOTHY E

(Last)

(First)

(Middle)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President - Dental

3. Date of Earliest Transaction (Month/Day/Year)
10/05/2023

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	10/05/2023		S⁽¹⁾		9,260	D	$29.7543	40,382⁽²⁾	D
Common Stock								16,927⁽³⁾	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)
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)
Employee Stock Options⁽⁴⁾	$33.26							⁽⁵⁾	07/01/2033	Common Stock	17,556		17,556	D
Employee Stock Options⁽⁶⁾	$30.59							⁽⁷⁾	07/01/2032	Common Stock	15,484		15,484	D
Employee Stock Options⁽⁸⁾	$29.91							⁽⁹⁾	07/19/2031	Common Stock	9,142		9,142	D
Employee Stock Options⁽¹⁰⁾	$30.77							⁽¹¹⁾	07/01/2031	Common Stock	7,093		7,093	D
Employee Stock Options⁽¹²⁾	$22.25							⁽¹³⁾	07/01/2029	Common Stock	33,784		33,784	D
Employee Stock Options⁽¹⁴⁾	$24.21							⁽¹⁵⁾	08/01/2028	Common Stock	13,941		13,941	D
Employee Stock Options⁽¹⁶⁾	$56.66							⁽¹⁷⁾	07/01/2025	Common Stock	40,000		40,000	D

Explanation of Responses:

1. The transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 Plan adopted by the Reporting Person on July 6, 2023.

2. Includes an aggregate of 10,011 RSUs awarded in the years 2020 through 2023 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon continued employment as follows: 3,985 units vest on 7/1/2024; 767 units vest on 7/19/2024; 3,377 units vest on 7/1/2025 and 1,882 units vest on 7/1/2026.

3. Represents shares of common stock indirectly held by the Report Person's Employee Stock Ownership Plan (ESOP) account through May 1, 2023.

4. Stock options granted pursuant to the Plan on 7/1/2023.

5. Options are exercisable as follows: 33.3% on 7/1/2024, 33.3% on 7/1/2025 and 33.4% on 7/1/2026.

6. Stock options granted pursuant to the Plan on 7/1/2022.

7. Options are exercisable as follows: 33.3% on 7/1/2023, 33.3% on 7/1/2024 and 33.4% on 7/1/2025.

8. Stock options granted pursuant to the Plan on 7/19/2021.

9. Options are exercisable as follows: 33.3% on 7/19/2022, 33.3% on 7/19/2023 and 33.4% on 7/19/2024.

10. Stock options granted pursuant to the Plan on 7/1/2021.

11. Options are exercisable as follows: 33.3% on 7/1/2022, 33.3% on 7/1/2023 and 33.4% on 7/1/2024.

12. Stock options granted pursuant to the Plan on 7/1/2019.

13. Options are exercisable as follows: 33.3% on 7/1/2020, 33.3% on 7/1/2021 and 33.4% on 7/1/2022.

14. Stock options granted pursuant to the Plan on 8/1/2018.

15. Options are exercisable as follows: 33.3% on 8/1/2019, 33.3% on 8/1/2020 and 33.4% on 8/1/2021.

16. Stock options granted pursuant to the Patterson Companies, Inc. Amended and Restated Equity Incentive Plan on 7/1/2015.

17. 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, by Power of Attorney	10/06/2023
	** 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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