Statement of Changes in Beneficial Ownership (4)
03 April 2020 - 9:23AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
POHLMAN KEVIN M |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President - Animal Health |
(Last)
(First)
(Middle)
822 7TH STREET, SUITE 740 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/31/2020 |
(Street)
GREELEY, CO 80631
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. 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 | 3/31/2020 | | A(1) | | 718 | A | $12.9965 | 77903 (2)(3) | D | |
Common Stock | | | | | | | | 814 (4) | I | By ESOP |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | 7/1/2029 | Common Stock | 33784 | | 33784 | D | |
Employee Stock Options (7) | $22.48 | | | | | | | 7/1/2021 | 7/1/2028 | Common Stock | 13345 | | 13345 | D | |
Employee Stock Options (8) | $39.23 | | | | | | | 8/7/2020 | 8/7/2027 | Common Stock | 5539 | | 5539 | D | |
Employee Stock Options (9) | $47.51 | | | | | | | 7/1/2020 | 7/1/2027 | Common Stock | 13935 | | 13935 | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
POHLMAN KEVIN M 822 7TH STREET, SUITE 740 GREELEY, CO 80631 |
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| President - Animal Health |
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Signatures
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Les B. Korsh, by Power of Attorney | | 4/2/2020 |
**Signature of Reporting Person | Date |
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