Patterson Companies Inc.

04/17/2025 | Press release | Distributed by Public on 04/17/2025 11:27

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
POHLMAN KEVIN M
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)
Chief Operating Officer
(Last) (First) (Middle)
1031 MENDOTA HEIGHTS ROAD 		3. Date of Earliest Transaction (Month/Day/Year)
04/17/2025
(Street)
ST. PAUL, MN 55120 		4. If Amendment, Date 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
(City) (State) (Zip)
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 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)
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 Underlying Securities
(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
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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
POHLMAN KEVIN M
1031 MENDOTA HEIGHTS ROAD
ST. PAUL, MN 55120 		Chief Operating Officer

Signatures

Les B. Korsh, by Power of Attorney 04/17/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
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