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^*

POHLMAN KEVIN M

(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)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2023

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	11/14/2023		F⁽¹⁾		538	D	$32.02	123,434⁽²⁾	D
Common Stock								1,829⁽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	28,090		28,090	D
Employee Stock Options⁽⁶⁾	$30.59							⁽⁷⁾	07/01/2032	Common Stock	18,300		18,300	D
Employee Stock Options⁽⁸⁾	$30.77							⁽⁹⁾	07/01/2031	Common Stock	18,916		18,916	D
Employee Stock Options⁽¹⁰⁾	$23.57							⁽¹¹⁾	07/14/2030	Common Stock	24,780		24,780	D
Employee Stock Options⁽¹²⁾	$22.25							⁽¹³⁾	07/01/2029	Common Stock	33,784		33,784	D
Employee Stock Options⁽¹⁴⁾	$22.48							07/01/2021	07/01/2028	Common Stock	13,345		13,345	D
Employee Stock Options⁽¹⁵⁾	$39.23							08/07/2020	08/07/2027	Common Stock	5,539		5,539	D
Employee Stock Options⁽¹⁶⁾	$47.51							07/01/2020	07/01/2027	Common Stock	13,935		13,935	D

Explanation of Responses:

1. This transaction represents the withholding of shares by Patterson Companies, Inc. associated with FICA taxes due during the year.

2. Includes an aggregate of 21,723 restricted stock units ("RSUs") awarded in the years 2021 through 2023 to Reporting Person pursuant to the Patterson Companies, Inc. Amended and Restated 2015 Omnibus Incentive Plan ("Plan"). The RSUs vest contingent upon continued employment as follows: 2,690 units vest 12/15/2023, 6,062 units vest 7/1/2024, 2,490 units vest 12/15/2024, 4,776 units vest on 7/1/2025, 2,692 units vest 12/15/2025 and 3,013 units vest 7/1/2026.

3. Represents shares of common stock indirectly held by the Reporting Person's Employee Stock Ownership Plan (ESOP) account through November 3, 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 7/1/2021.

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

10. Stock options granted pursuant to the Plan on 7/14/2020.

11. Options are exercisable as follows: 33.3% on 7/14/2021, 33.3% on 7/14/2022 and 33.4% on 7/14/2023.

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 7/1/2018.

15. Stock option granted pursuant to the Plan on 8/7/2017.

16. Stock option granted pursuant to the Plan on 7/1/2017.

Remarks:

	Les B. Korsh, by Power of Attorney	11/16/2023
	** 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).
Note: 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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