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*
Zurbay Donald
(Last) (First) (Middle)
1031 MENDOTA HEIGHTS
(Street)
ST. PAUL MN 55120
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2023
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
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 07/01/2023 F(1) 2,282 D $33.26 115,419(2) D
Common Stock 07/01/2023 A(3) 30,066 A $33.26 145,485(2) D
Common Stock 1,146(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 $33.26 07/01/2023 A(5) 93,633 (6) 07/01/2033 Common Stock 93,633 $33.26 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 (6) 07/14/2030 Common Stock 57,819 57,819 D
Employee Stock Options(14) $22.25 (15) 07/01/2029 Common Stock 78,829 78,829 D
Employee Stock Options(16) $22.48 07/01/2021 07/01/2028 Common Stock 33,363 33,363 D
Employee Stock Options(17) $22.67 (17) 06/29/2028 Common Stock 99,250 99,250 D
Explanation of Responses:
1. Represents shares of common stock withheld for payment of taxes incurred upon the lapse of restrictions on restricted stock units ("RSUs") issued purusant to the Patterson Companies, Inc. Amended and Restated 2015 Omnibus Incentive Plan ("Plan").
2. Includes an aggregate of 61,005 RSUs awarded in the years 2020 through 2022 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon continued employment as follows: 11,137 units vest 7/14/2023, 13,210 units vest 12/1/2023, 6,723 units vest 7/1/2024, 13,210 units vest 12/1/2024, 3,476 units vest 7/1/2025 and 13,249 units vest on 12/1/2025.
3. Represents RSUs awarded on 7/1/2023 to Reporting Person pursuant to the Plan. The RSUs awarded vest, assuming continued employment, 33.3% on 7/1/2024, 33.3% on 7/1/2025 and 33.4% on 7/1/2026.
4. Represents shares of common stock indirectly held by the Reporting Person's Employee Stock Ownership Plan ("ESOP") account through May 1, 2023.
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 excercisable 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. Stock options granted pursuant to the Plan on 7/1/2019.
15. Options are exercisable as follows: 33.3% on 7/1/2020, 33.3% on 7/1/2021 and 33.4% on 7/1/2022.
16. Stock options granted pursuant to the Plan on 7/1/2018.
17. 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.
Remarks:
Les B. Korsh, by Power of Attorney 07/05/2023
** 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).
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