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| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
| ( 1 )The transaction reported on this Form 4 was effected pursuant to a Rule 10b5-1 Plan adopted by the Reporting Person on July 9, 2020.|
( 2 )Includes 13,911 restricted stock units ("RSUs") awarded on 7/1/2016, 7/1/2017, 7/1/2018, 7/1/2019 and 7/14/2020 to Reporting Person pursuant to the Patterson Companies, Inc. Amended and Restated 2015 Omnibus Incentive Plan ("Plan"). The RSUs vest contingent upon continued employment as follows: 6,799 units in aggregate vest on 7/1/2021, 1,393 units in aggregate vest on 7/1/2022, 946 units vest on 7/1/2023 and 4,773 units vest on 7/14/2023.
( 3 )Includes 33,753 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 on 6/11/2021.
( 4 )Includes 3,765 shares acquired pursuant to Reporting Person's participation in the Patterson Companies, Inc. Capital Accumulation Plan in the year 2018 and remain subject to the terms of such plan.
( 5 )Includes 8,271 RSU equivalents attributable to the June 11, 2019 determination by the Compensation Committee that the performance criteria for the period of April 29, 2018 through April 27, 2019 applicable to non-derivative performance units issued on August 7, 2018 had been satisfied. Subject to continued employment of the Reporting Person through April 24, 2021, the RSU equivalents will automatically convert into shares of common stock.
( 6 )Includes 14,410 RSU equivalents attributable to the July 1, 2020 determination by the Compensation Committee that the performance criteria for the period of April 27, 2019 through April 25, 2020 applicable to non-derivative performance units issued on July 1, 2019 had been satisfied. Subject to continued employment of the Reporting Person through July 1, 2022, the RSU equivalents will automatically convert into shares of common stock.
( 7 )Represents shares of common stock indirectly held by the Reporting Person's Employee Stock Ownership Plan (ESOP) account through April 25, 2020.
( 8 )Stock options granted pursuant to the Plan on 7/14/2020.
( 9 )Options are exercisable as follows: 33.3% on 7/14/2021, 33.3% on 7/14/2022 and 33.4% on 7/14/2023.
( 10 )Stock options granted pursuant to the Plan on 7/1/2019.
( 11 )Options are exercisable as follows: 33.3% on 7/1/2020, 33.3% on 7/1/2021 and 33.4% on 7/1/2022.
( 12 )Stock options granted pursuant to the Plan on 7/1/2018.
( 13 )Stock options granted pursuant to the Plan on 7/1/2017.
( 14 )Stock options granted pursuant to the Plan on 7/1/2016.
( 15 )Stock options granted pursuant to the Patterson Companies, Inc. Amended and Restated Equity Incentive Plan on 7/1/2015.
( 16 )Options are exercisable as follows: 25% on 7/1/2018, 25% on 7/1/2019 and 50% on 7/1/2020.
|* 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).|