SEC Form 4 · accession 0001209191-18-040788
PATTERSON COMPANIES, INC. · PDCO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Les B Korsh
Officer — VP, General Counsel
Period of report
Jul 1, 2018
Accepted (ET)
Jul 3, 2018 · 2:38 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000891024
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF3,F4,F5,F6 | Jul 1, 2018 | F | 502 | $22.48 | D | 78,756 | D | |
| Common StockF3,F4,F5,F6 | Jul 1, 2018 | A | 4,726 | $22.48 | A | 83,482 | D | |
| Common StockF8 | holding | — | — | — | 663 | I | By ESOP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options | $22.48 | Jul 1, 2018 | A | 14,179 | A | Jul 1, 2021 | Jul 1, 2028 | Common Stock | 14,179 | 14,179 | D |
| Employee Stock OptionsF10 | $47.51 | holding | — | — | — | Jul 1, 2020 | Jul 1, 2027 | Common Stock | 11,845 | 11,845 | D |
| Employee Stock OptionsF11 | $48.47 | holding | — | — | — | Jul 1, 2019 | Jul 1, 2026 | Common Stock | 10,379 | 10,379 | D |
| Employee Stock OptionsF12,F13 | $56.66 | holding | — | — | — | — | Jul 1, 2025 | Common Stock | 25,000 | 25,000 | D |
Explanation of responses
- F1Represents shares of common stock withheld for payment of taxes incurred upon the lapse of restrictions on restricted stock awards granted in 2014 and 2015 pursuant to the Patterson Companies, Inc. Equity Incentive Plan.
- F10Stock options granted pursuant to the Plan on 7/1/2017.
- F11Stock options granted pursuant to the Plan on 7/1/2016.
- F12Stock options granted pursuant to the Patterson Companies, Inc. Amended and Restated Equity Incentive Plan on 7/1/2015.
- F13Options are exercisable as follows: 25% on 7/1/2018, 25% on 7/1/2019 and 50% on 7/1/2020.
- F2Represents shares of common stock withheld for payment of taxes incurred upon the lapse of restrictions on restricted stock units issued pursuant to the Patterson Companies, Inc. 2015 Omnibus Incentive Plan ("Plan").
- F3Includes 1,395 shares of restricted stock awarded in the years 2014 through 2015 to Reporting Person, which vest, contingent upon continued employment as follows: 887 shares vest on 7/1/2019 and 508 shares vest on 7/1/2020.
- F4Includes 2,921 shares acquired pursuant to Reporting Person's participation in the Patterson Companies, Inc. Capital Accumulation Plan in the years 2016 and 2017 and remain subject to the terms of such plan.
- F5Includes 2,842 Restricted Stock Units ("RSUs") awarded on 7/1/2016 and 7/1/2017 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon continued employment as follows: 798 units in aggregate vest on 7/1/2019, 798 units in aggregate vest on 7/1/2020, 798 units in aggregate vest on 7/1/2021 and 448 units vest on 7/1/2022.
- F6Includes 67,506 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 Patterson Companies, Inc. 2015 Omnibus Incentive Plan ("Plan") and will vest, contingent upon continued employment, 25% on 6/11/2019, 25% on 6/11/2020 and 50% on 6/11/2021.
- F7Represents RSUs awarded on 7/1/2018 to Reporting Person pursuant to the Plan. The award vests in 5 equal annual installments commencing on the one year anniversary of the date of grant and each anniversary thereafter.
- F8Represents shares of common stock indirectly held by the Reporting Person's Employee Stock Ownership Plan (ESOP) account through June 30, 2018.
- F9Stock options granted pursuant to the Plan on 7/1/2018.