Chief Operating Officer Pohlman Kevin M was granted 59,810 shares and returned 219,030 shares to the company, closing all direct ownership in the company (SEC Form 4)
$PDCO
Medical Specialities
Health Care
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PATTERSON COMPANIES, INC. [ PDCO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/17/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 04/17/2025 | A(1)(2) | 10,624 | A | $0 | 167,921 | D | |||
| Common Stock | 04/17/2025 | A(1)(3) | 18,040 | A | $0 | 185,961 | D | |||
| Common Stock | 04/17/2025 | A(1)(4) | 31,146 | A | $0 | 217,107 | D | |||
| Common Stock | 04/17/2025 | D | 217,107(5)(6) | D | (6) | 0 | D | |||
| Common Stock | 04/17/2025 | D | 1,923(6)(7) | D | (6) | 0 | I | By KSOP | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Stock Option(8) | $33.26 | 04/17/2025 | D | 28,090 | (9) | 07/01/2033 | Common Stock | 28,090 | (10) | 0 | D | ||||
| Stock Option(11) | $30.59 | 04/17/2025 | D | 18,300 | (12) | 07/01/2032 | Common Stock | 18,300 | (10) | 0 | D | ||||
| Stock Option(13) | $30.77 | 04/17/2025 | D | 18,916 | (14) | 07/01/2031 | Common Stock | 18,916 | (10) | 0 | D | ||||
| Stock Option(15) | $23.57 | 04/17/2025 | D | 24,780 | (16) | 07/14/2030 | Common Stock | 24,780 | (10) | 0 | D | ||||
| Stock Option(17) | $22.25 | 04/17/2025 | D | 33,784 | (18) | 07/01/2029 | Common Stock | 33,784 | (10) | 0 | D | ||||
| Stock Option(19) | $22.48 | 04/17/2025 | D | 13,345 | (20) | 07/01/2028 | Common Stock | 13,345 | (10) | 0 | D | ||||
| Stock Option(21) | $39.23 | 04/17/2025 | D | 5,539 | (22) | 08/07/2027 | Common Stock | 5,539 | (10) | 0 | D | ||||
| Stock Option(23) | $47.51 | 04/17/2025 | D | 13,935 | (24) | 07/01/2027 | Common Stock | 13,935 | (10) | 0 | D | ||||
| Explanation of Responses: |
| 1. Performance share units ("PSUs") granted pursuant to the Patterson Companies, Inc. ("Patterson") Amended and Restated 2015 Omnibus Incentive Plan (the "Plan") and held by the Reporting Person immediately prior to the closing of the Merger (as defined below) vested pursuant to the Merger Agreement (as defined below) (with performance-based goals with respect to the PSU awards deemed to be achieved at the "target" level of performance (without application of any modifier) as set forth in the applicable PSU award agreement). |
| 2. Represents vesting of PSUs that were granted to the Reporting Person pursuant to the Plan on 7/1/2022 and held by the Reporting Person immediately prior to the closing of the Merger. |
| 3. Represents vesting of PSUs that were granted to the Reporting Person pursuant to the Plan on 7/1/2023 and held by the Reporting Person immediately prior to the closing of the Merger. |
| 4. Represents vesting of PSUs that were granted to the Reporting Person pursuant to the Plan on 7/1/2024 and held by the Reporting Person immediately prior to the closing of the Merger. |
| 5. Includes an aggregate 40,688 restricted stock units awarded to the Reporting Person pursuant to the Plan in the years 2022 through 2024 and held by the Reporting Person immediately prior to the closing of the Merger. |
| 6. Reflects the disposition of shares of common stock, par value $0.01 per share ("Shares"), of Patterson in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 10, 2024 (the "Merger Agreement"), by and among Patterson, Paradigm Parent, LLC, a Delaware limited liability company ("Parent"), and Paradigm Merger Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of Parent ("Merger Sub"). On April 17, 2025, upon the closing of the merger of Merger Sub with and into Patterson (the "Merger") contemplated by the Merger Agreement, each outstanding Share was cancelled and automatically converted into the right to receive $31.35 in cash, without interest, and minus any applicable withholding taxes. For purposes of Rule 16b-3 of the Exchange Act, Patterson's Board of Directors approved the disposition of all equity securities by the Reporting Person in connection with the merger. |
| 7. Represents Shares indirectly held by the Reporting Person's Employee Stock Ownership Plan component of their 401(k) (the "KSOP") account immediately prior to the closing of the Merger. |
| 8. Stock options granted pursuant to the Plan on 7/1/2023. |
| 9. This option, which vested 33.3% on 7/1/2024, and was originally scheduled to vest 33.3% on 7/1/2025 and 33.4% on 7/1/2026, was cancelled for no consideration, because the exercise price was greater than the Merger Consideration. |
| 10. Pursuant to the Merger Agreement, upon the closing of the Merger, each option to purchase Shares (each an "Option") outstanding and unexercised immediately prior to the closing of the Merger, whether vested or unvested, was cancelled and converted into the right to receive (without interest) an amount in cash (less applicable tax withholdings) equal to the product of (x) the total number of Shares underlying the Option multiplied by (y) the excess, if any, of the Merger Consideration over the exercise price of such Option, with any Options with a per share exercise price greater than or equal to the Merger Consideration being cancelled for no consideration. |
| 11. Stock options granted pursuant to the Plan on 7/1/2022. |
| 12. This option, which vested 33.3% on 7/1/2023, 33.3% on 7/1/2024 and was originally scheduled to vest 33.4% on 7/1/2025, was cancelled and exchanged for Merger Consideration. |
| 13. Stock options granted pursuant to the Plan on 7/1/2021. |
| 14. This option, which vested 33.3% on 7/1/2022, 33.3% on 7/1/2023 and 33.4% on 7/1/2024, was cancelled and exchanged for Merger Consideration. |
| 15. Stock options granted pursuant to the Plan on 7/14/2020. |
| 16. This option, which vested 33.3% on 7/14/2021, 33.3% on 7/14/2022 and 33.4% on 7/14/2023, was cancelled and exchanged for Merger Consideration. |
| 17. Stock options granted pursuant to the Plan on 7/1/2019. |
| 18. This option, which vested 33.3% on 7/1/2020, 33.3% on 7/1/2021 and 33.4% on 7/1/2022, was cancelled and exchanged for Merger Consideration. |
| 19. Stock options granted pursuant to the Plan on 7/1/2018. |
| 20. This option, which vested 100% on 7/1/2021, was cancelled and exchanged for Merger Consideration. |
| 21. Stock options granted pursuant to the Plan on 8/7/2017. |
| 22. This option, which vested 100% on 8/7/2020, was cancelled for no consideration because the exercise price was greater than the Merger Consideration. |
| 23. Stock options granted pursuant to the Plan on 7/1/2017. |
| 24. This option, which vested 100% on 7/1/2020, was cancelled for no consideration because the exercise price was greater than the Merger Consideration. |
| Les B. Korsh, by Power of Attorney | 04/17/2025 | |
| ** 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. | ||