President & CEO Zurbay Donald sold $45,278 worth of shares (1,962 units at $23.08) and covered exercise/tax liability with 5,374 shares, decreasing direct ownership by 3% to 222,736 units (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). | |||||||||||||||||
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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) 12/05/2024 | ||||||||||||||||||||||||||
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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 | 12/05/2024 | F(1) | 5,374 | D | $22.83 | 224,698(2) | D | |||
| Common Stock | 12/09/2024 | S(3) | 1,962 | D | $23.0774 | 222,736(2) | D | |||
| Common Stock | 1,243(4) | I | By ESOP | |||||||
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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 | ||||||||
| Employee Stock Options(5) | $33.26 | (6) | 07/01/2033 | Common Stock | 93,633 | 93,633 | D | ||||||||
| Employee Stock Options(7) | $28.99 | (8) | 12/05/2032 | Common Stock | 134,033 | 134,033 | D | ||||||||
| Employee Stock Options(9) | $30.59 | (10) | 07/01/2032 | Common Stock | 35,895 | 35,895 | D | ||||||||
| Employee Stock Options(11) | $30.77 | (12) | 07/01/2031 | Common Stock | 37,831 | 37,831 | D | ||||||||
| Employee Stock Options(13) | $23.57 | (14) | 07/14/2030 | Common Stock | 57,819 | 57,819 | D | ||||||||
| Employee Stock Options(15) | $22.25 | (16) | 07/01/2029 | Common Stock | 78,829 | 78,829 | D | ||||||||
| Employee Stock Options(17) | $22.48 | 07/01/2021 | 07/01/2028 | Common Stock | 33,363 | 33,363 | D | ||||||||
| Employee Stock Options(18) | $22.67 | (18) | 06/29/2028 | Common Stock | 99,250 | 99,250 | D | ||||||||
| Explanation of Responses: |
| 1. Represents shares of common stock withheld to satisfy a portion of tax liability 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. Includes an aggregate 131,233 RSUs awarded in the years 2022 through 2024 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon employment as follows: 44,948 units vest on 7/1/2025, 13,226 units vest on 12/5/2025, 41,504 units vest on 7/1/2026 and 31,555 units vest on 7/1/2027. |
| 3. The transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 Plan adopted by Reporting Person on September 25, 2023 Amended March 12, 2024. |
| 4. Represents shares of common stock indirectly held by the Reporting Person's Employee Stock Ownership Plan ("ESOP") account through November 4, 2024. |
| 5. Stock options granted pursuant to the Plan on 7/1/2023. |
| 6. Options are exercisable as follows: 33.3% on 7/1/2024, 33.3% on 7/1/2025 and 33.4% on 7/1/2026. |
| 7. Stock options granted pursuant to the Plan on 12/5/2022. |
| 8. Options are exercisable as follows: 33.3% on 12/5/2023, 33.3% on 12/5/2024 and 33.4% on 12/5/2025. |
| 9. Stock options granted pursuant to the Plan on 7/1/2022. |
| 10. Options are exercisable as follows: 33.3% on 7/1/2023, 33.3% on 7/1/2024 and 33.4% on 7/1/2025. |
| 11. Stock options granted pursuant to the Plan on 7/1/2021. |
| 12. Options are exercisable as follows: 33.3% on 7/1/2022, 33.3% on 7/1/2023 and 33.4% on 7/1/2024. |
| 13. Stock options granted pursuant to the Plan on 7/14/2020. |
| 14. Options are exercisable as follows: 33.3% on 7/14/2021, 33.3% on 7/14/2022 and 33.4% on 7/14/2023. |
| 15. Stock options granted pursuant to the Plan on 7/1/2019. |
| 16. Options are exercisable as follows: 33.3% on 7/1/2020, 33.3% on 7/1/2021 and 33.4% on 7/1/2022. |
| 17. Stock options granted pursuant to the Plan on 7/1/2018. |
| 18. 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 employment. |
| Les B. Korsh, by Power of Attorney | 12/09/2024 | |
| ** 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. | ||