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
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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).
1. Name and Address of Reporting Person*
POHLMAN KEVIN M

(Last) (First) (Middle)
822 7TH STREET, SUITE 740

(Street)
GREELEY CO 80631

(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)
President - Animal Health
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2020
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 03/31/2020 A(1) 718 A $12.9965 77,903(2)(3) D
Common Stock 814(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) $22.25 (6) 07/01/2029 Common Stock 33,784 33,784 D
Employee Stock Options(7) $22.48 07/01/2021 07/01/2028 Common Stock 13,345 13,345 D
Employee Stock Options(8) $39.23 08/07/2020 08/07/2027 Common Stock 5,539 5,539 D
Employee Stock Options(9) $47.51 07/01/2020 07/01/2027 Common Stock 13,935 13,935 D
Explanation of Responses:
1. Shares acquired by Reporting Person pursuant to the Patterson Companies, Inc. Employee Stock Purchase Plan.
2. Includes 12,010 Restricted Stock Units ("RSUs") awarded on 9/21/2015, 7/1/2016, 7/1/2017, 8/7/2017, 7/1/2018 and 7/1/2019 to Reporting Person pursuant to the Patterson Companies, Inc. Amended and Restated 2015 Omnibus Incentive Plan. The RSUs vest contingent upon continued employment as follows: 1,879 units in aggregate vest on 7/1/2020, 191 units vest on 8/7/2020, 314 units vest on 9/21/2020, 1,881 units in aggregate vest on 7/1/2021, 191 units vest on 8/7/2021, 6,473 units vest on 7/1/2022, 191 units vest on 8/7/2022 and 890 units vest on 7/1/2023.
3. Includes 42,191 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 as follows: 14,063 units vest on 6/11/2020 and 28,128 units vest on 6/11/2021.
4. Represents shares of common stock indirectly held by the Reporting Person's Employee Stock Ownership Plan (ESOP) account through December 31, 2019.
5. Stock options granted pursuant to the Plan on 7/1/2019.
6. Options are exercisable as follows: 33% on 7/1/2020, 33% on 7/1/2021 and 34% on 7/1/2022.
7. Stock options granted pursuant to the Plan on 7/1/2018.
8. Stock option granted pursuant to the Plan on 8/7/2017.
9. Stock option granted pursuant to the Plan on 7/1/2017.
Remarks:
Les B. Korsh, by Power of Attorney 04/02/2020
** 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.