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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Zurbay Donald

(Last) (First) (Middle)
1031 MENDOTA HEIGHTS

(Street)
ST. PAUL MN 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 Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/24/2021
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)
Code V Amount (A) or (D) Price
Common Stock 04/24/2021 F(1) 5,630 D $33.46 95,897(2)(3) D
Common Stock 671(4) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options(5) $23.57 (6) 07/14/2030 Common Stock 57,819 57,819 D
Employee Stock Options(7) $22.25 (8) 07/01/2029 Common Stock 78,829 78,829 D
Employee Stock Options(9) $22.67 (9) 06/29/2028 Common Stock 99,250 99,250 D
Employee Stock Options(10) $22.48 07/01/2021 07/01/2028 Common Stock 33,363 33,363 D
Explanation of Responses:
1. On April 24, 2021, the restricted stock unit ("RSU") equivalents vested per the Patterson Companies, Inc. Amended and Restated 2015 Omnibus Incentive Plan ("Plan") and were paid out in common stock. The Company withheld shares to satisfy the tax liability associated with the vesting.
2. Includes an aggregate of 29,608 RSUs awarded on 7/1/2018, 7/1/2019 and 7/14/2020 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon continued employment as follows: 2,224 units vest 7/1/2021, 14,022 units vest 7/1/2022, 2,225 units vest 7/1/2023 and 11,137 units vest 7/14/2023.
3. Includes 33,625 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.
4. Represents shares of common stock indirectly held by the Reporting Person's Employee Stock Ownership Plan ("ESOP") account through April 25, 2020.
5. Stock options granted pursuant to the Plan on 7/14/2020.
6. Options are exercisable as follows: 33.3% on 7/14/2021, 33.3% on 7/14/2022 and 33.4% on 7/14/2023.
7. Stock options granted pursuant to the Plan on 7/1/2019.
8. Options are exercisable as follows: 33.3% on 7/1/2020, 33.3% on 7/1/2021 and 33.4% on 7/1/2022.
9. Stock options granted as an inducement award granted outside the Plan on 6/29/2018. The stock options granted would vest pro-rata over the course of 3 years, with one-third of the shares vesting on 6/29/2019, one-third vesting on 6/29/2020, and the remaining one-third vesting 6/29/2021, in all cases subject to continued employments.
10. Stock options granted pursuant to the Plan on 7/1/2018.
Remarks:
Les B. Korsh, by Power of Attorney 04/27/2021
** 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.
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 Number.