Statement of Changes in Beneficial Ownership (4)
January 04 2019 - 3:38PM
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
*
KORSH LES B
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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)
VP, General Counsel
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(Last)
(First)
(Middle)
1031 MENDOTA HEIGHTS ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/2/2019
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(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
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1/2/2019
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A
(1)
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3765
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A
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$14.74
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87247
(2)
(3)
(4)
(5)
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D
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Common Stock
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1/2/2019
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F
(6)
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374
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D
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$20.09
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86873
(2)
(4)
(5)
(7)
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D
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Common Stock
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678
(8)
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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
(9)
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$22.48
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7/1/2021
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7/1/2028
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Common Stock
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14179
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14179
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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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11845
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11845
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D
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Employee Stock Options
(11)
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$48.47
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7/1/2019
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7/1/2026
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Common Stock
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10379
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10379
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D
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Employee Stock Options
(12)
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$56.66
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(13)
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7/1/2025
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Common Stock
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25000
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25000
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D
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Explanation of Responses:
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(1)
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Shares acquired by Reporting Person pursuant to the Patterson Companies, Inc. Capital Accumulation Plan.
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(2)
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Includes 1,395 shares of restricted stock awarded in the years 2014 through 2015 to Reporting Person, which vest, contingent upon continued employment as follows: 887 shares vest on 7/1/2019 and 508 shares vest on 7/1/2020.
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(3)
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Includes 2,921 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 7,568 Restricted Stock Units ("RSUs") awarded on 7/1/2016, 7/1/2017 and 7/1/2018 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon continued employment as follows: 1,743 units in aggregate vest on 7/1/2019, 1,743 units in aggregate vest on 7/1/2020, 1,743 units in aggregate vest on 7/1/2021, 1,393 units in aggregate vest on 7/1/2022 and 946 units vest on 7/1/2023.
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(5)
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Includes 67,506 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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(6)
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Shares withheld for taxes incurred upon the lapse of restrictions on restricted stock issued pursuant to the Patterson Companies, Inc. Capital Accumulation Plan.
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(7)
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Includes 5,647 shares acquired pursuant to Reporting Person's participation in the Patterson Companies, Inc. Capital Accumulation Plan in the years 2017 and 2018 and remain subject to the terms of such plan.
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(8)
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Represents shares of common stock indirectly held by the Reporting Person's Employee Stock Ownership Plan (ESOP) account through December 31, 2018.
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(9)
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Stock options granted pursuant to the Plan on 7/1/2018.
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(10)
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Stock options granted pursuant to the Plan on 7/1/2017.
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(11)
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Stock options granted pursuant to the Plan on 7/1/2016.
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(12)
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Stock options granted pursuant to the Patterson Companies, Inc. Amended and Restated Equity Incentive Plan on 7/1/2015.
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(13)
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Options are exercisable as follows: 25% on 7/1/2018, 25% on 7/1/2019 and 50% on 7/1/2020.
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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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KORSH LES B
1031 MENDOTA HEIGHTS ROAD
ST. PAUL, MN 55120
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VP, General Counsel
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Signatures
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Les B. Korsh
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1/4/2019
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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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