Les B. Korsh - Apr 17, 2025 Form 4 Insider Report for PATTERSON COMPANIES, INC. (PDCO)

Signature
Les B. Korsh
Stock symbol
PDCO
Transactions as of
Apr 17, 2025
Transactions value $
$0
Form type
4
Date filed
4/17/2025, 01:24 PM
Previous filing
Nov 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PDCO Common Stock Award $0 +9.81K +9.55% $0.00 113K Apr 17, 2025 Direct F1, F2
transaction PDCO Common Stock Award $0 +16.5K +14.7% $0.00 129K Apr 17, 2025 Direct F1, F3
transaction PDCO Common Stock Award $0 +24.9K +19.31% $0.00 154K Apr 17, 2025 Direct F1, F4
transaction PDCO Common Stock Disposed to Issuer -154K -100% 0 Apr 17, 2025 Direct F5, F6
transaction PDCO Common Stock Disposed to Issuer -2.28K -100% 0 Apr 17, 2025 By KSOP F6, F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PDCO Stock Option Disposed to Issuer -25.7K -100% 0 Apr 17, 2025 Common Stock 25.7K $33.26 Direct F8, F9, F10
transaction PDCO Stock Option Disposed to Issuer -16.9K -100% 0 Apr 17, 2025 Common Stock 16.9K $30.59 Direct F10, F11, F12
transaction PDCO Stock Option Disposed to Issuer -17.3K -100% 0 Apr 17, 2025 Common Stock 17.3K $30.77 Direct F10, F13, F14
transaction PDCO Stock Option Disposed to Issuer -24.8K -100% 0 Apr 17, 2025 Common Stock 24.8K $23.57 Direct F10, F15, F16
transaction PDCO Stock Option Disposed to Issuer -33.8K -100% 0 Apr 17, 2025 Common Stocjk 33.8K $22.25 Direct F10, F17, F18
transaction PDCO Stock Option Disposed to Issuer -14.2K -100% 0 Apr 17, 2025 Common Stock 14.2K $22.48 Direct F10, F19, F20
transaction PDCO Stock Option Disposed to Issuer -11.8K -100% 0 Apr 17, 2025 Common Stock 11.8K $47.51 Direct F10, F21, F22
transaction PDCO Stock Option Disposed to Issuer -10.4K -100% 0 Apr 17, 2025 Common Stock 10.4K $48.47 Direct F10, F23, F24
transaction PDCO Stock Option Disposed to Issuer -25K -100% 0 Apr 17, 2025 Common Stock 25K $56.66 Direct F10, F25, F26
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Les B. Korsh is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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).
F2 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.
F3 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.
F4 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.
F5 Includes an aggregate 31,015 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.
F6 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.
F7 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.
F8 Stock options granted pursuant to the Plan on 7/1/2023.
F9 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.
F10 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.
F11 Stock options granted pursuant to the Plan on 7/1/2022.
F12 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.
F13 Stock options granted pursuant to the Plan on 7/1/2021.
F14 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.
F15 Stock options granted pursuant to the Plan on 7/14/2020.
F16 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.
F17 Stock options granted pursuant to the Plan on 7/1/2019.
F18 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.
F19 Stock options granted pursuant to the Plan on 7/1/2018.
F20 This option, which vested 100% on 7/1/2021, was cancelled and exchanged for Merger Consideration.
F21 Stock options granted pursuant to the Plan on 7/1/2017.
F22 This option, which vested 100% on 7/1/2020, was cancelled for no consideration because the exercise price was greater than the Merger Consideration.
F23 Stock options granted pursuant to the Plan on 7/1/2016.
F24 This option, which vested 100% on 7/1/2019, was cancelled for no consideration because the exercise price was greater than the Merger Consideration.
F25 Stock options granted pursuant to the Patterson Companies, Inc. Amended and Restated Equity Incentive Plan on 7/1/2015.
F26 This option, which vested 25% on 7/1/2018, 25% on 7/1/2019 and 50% on 7/1/2020, was cancelled for no consideration, because the exercise price was greater than the Merger Consideration.