Statement of Changes in Beneficial Ownership (4)
July 06 2020 - 7:45PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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 |
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 |
(Last)
(First)
(Middle)
1031 MENDOTA HEIGHTS ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/1/2020 |
(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 | 7/1/2020 | | F(1)(2) | | 463 | D | $22.32 | 89337 (3)(4)(5)(6) | D | |
Common Stock | 7/1/2020 | | A(7) | | 654 | A | $22.32 | 89991 (3)(4)(5)(6) | D | |
Common Stock | 7/1/2020 | | A(8) | | 14410 | A | $22.32 | 104401 (3)(4)(5)(6) | D | |
Common Stock | | | | | | | | 1554 (9) | 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 (10) | $22.25 | | | | | | | (11) | 7/1/2029 | Common Stock | 33784 | | 33784 | D | |
Employee Stock Options (12) | $22.48 | | | | | | | 7/1/2021 | 7/1/2028 | Common Stock | 14179 | | 14179 | D | |
Employee Stock Options (13) | $47.51 | | | | | | | 7/1/2020 | 7/1/2027 | Common Stock | 11845 | | 11845 | D | |
Employee Stock Options (14) | $48.47 | | | | | | | 7/1/2019 | 7/1/2026 | Common Stock | 10379 | | 10379 | D | |
Employee Stock Options (15) | $56.66 | | | | | | | (16) | 7/1/2025 | Common Stock | 25000 | | 25000 | D | |
Explanation of Responses: |
(1) | Represents shares of common stock withheld for payment of taxes incurred upon the lapse of restrictions on restricted stock units ("RSUs") issued pursuant to the Patterson Companies, Inc. Amended and Restated 2015 Omnibus Incentive Plan ("Plan"). |
(2) | Represents shares of common stock withheld for payment of taxes incurred upon the lapse of restrictions on restricted stock award granted in 2015 pursuant to the Patterson Companies, Inc. Amended and Restated Equity Incentive Plan. |
(3) | Includes 9,138 RSUs awarded on 7/1/2016, 7/1/2017, 7/1/2018 and 7/1/2019 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon continued employment as follows: 6,799 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. |
(4) | Includes 33,753 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 Plan and will vest, contingent upon continued employment on 6/11/2021. |
(5) | Includes 3,765 shares acquired pursuant to Reporting Person's participation in the Patterson Companies, Inc. Capital Accumulation Plan in the year 2018 and remain subject to the terms of such plan. |
(6) | Includes 8,271 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. |
(7) | Represents shares of common stock attributable to the July 1, 2020 determination by the Compensation Committee that the performance criteria for the period of April 30, 2017 through April 25, 2020 had been satisfied. |
(8) | Represents 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 RSU equivalents will automatically convert into shares of common stock. |
(9) | Represents shares of common stock indirectly held by the Reporting Person's Employee Stock Ownership Plan (ESOP) account through April 25, 2020. |
(10) | Stock options granted pursuant to the Plan on 7/1/2019. |
(11) | Options are exercisable as follows: 33% on 7/1/2020, 33% on 7/1/2021 and 34% on 7/1/2022. |
(12) | Stock options granted pursuant to the Plan on 7/1/2018. |
(13) | Stock options granted pursuant to the Plan on 7/1/2017. |
(14) | Stock options granted pursuant to the Plan on 7/1/2016. |
(15) | Stock options granted pursuant to the Patterson Companies, Inc. Amended and Restated Equity Incentive Plan on 7/1/2015. |
(16) | Options are exercisable as follows: 25% on 7/1/2018, 25% on 7/1/2019 and 50% on 7/1/2020. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
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 | | 7/6/2020 |
**Signature of Reporting Person | Date |
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