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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| Zurbay Donald |
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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)
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_____ Director
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_____ 10% Owner
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__X__ Officer (give title below)
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_____ Other (specify below)
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Chief Financial Officer
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1031 MENDOTA HEIGHTS |
3. Date of Earliest Transaction (Month/Day/Year)
04/24/2021 |
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ST. PAUL, MN 55120 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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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. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction 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 | 04/24/2021 |
| F (1) |
| 5,630 | D |
$33.46 | 95,897 (2) (3) | D |
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| Common Stock |
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| 671 (4) | I | By ESOP |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction 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
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(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 (5) |
$23.57 |
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(6) | 07/14/2030 | Common Stock | 57,819 |
| 57,819 | D |
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| Employee Stock Options (7) |
$22.25 |
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(8) | 07/01/2029 | Common Stock | 78,829 |
| 78,829 | D |
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| Employee Stock Options (9) |
$22.67 |
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(9) | 06/29/2028 | Common Stock | 99,250 |
| 99,250 | D |
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| Employee Stock Options (10) |
$22.48 |
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| 07/01/2021 | 07/01/2028 | Common Stock | 33,363 |
| 33,363 | D |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Zurbay Donald
1031 MENDOTA HEIGHTS
ST. PAUL, MN 55120 |
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Chief Financial Officer |
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Signatures
| Les B. Korsh, by Power of Attorney | |
04/27/2021 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (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. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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