SEC FORM 4

SEC FORM 4 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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zurbay Donald

(Last)

(First)

(Middle)

1031 MENDOTA HEIGHTS ROAD

(Street)

ST. PAUL

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)
04/17/2025

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/17/2025		A⁽¹⁾⁽²⁾		20,840	A	$0	243,576	D
Common Stock	04/17/2025		A⁽¹⁾⁽³⁾		60,132	A	$0	303,708	D
Common Stock	04/17/2025		A⁽¹⁾⁽⁴⁾		94,477	A	$0	398,185	D
Common Stock	04/17/2025		D		398,185⁽⁵⁾⁽⁶⁾	D	⁽⁶⁾	0	D
Common Stock	04/17/2025		D		1,243⁽⁶⁾⁽⁷⁾	D	⁽⁶⁾	0	I	By KSOP

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option⁽⁸⁾	$33.26	04/17/2025		D			93,633	⁽⁹⁾	07/01/2033	Common Stock	93,633	⁽¹⁰⁾	0	D
Stock Option⁽¹¹⁾	$28.99	04/17/2025		D			134,033	⁽¹²⁾	12/05/2032	Common Stock	134,033	⁽¹⁰⁾	0	D
Stock Option⁽¹³⁾	$30.59	04/17/2025		D			35,895	⁽¹⁴⁾	07/01/2032	Common Stock	35,895	⁽¹⁰⁾	0	D
Stock Option⁽¹⁵⁾	$30.77	04/17/2025		D			37,831	⁽¹⁶⁾	07/01/2031	Common Stock	37,831	⁽¹⁰⁾	0	D
Stock Option⁽¹⁷⁾	$23.57	04/17/2025		D			57,819	⁽¹⁸⁾	07/14/2030	Common Stock	57,819	⁽¹⁰⁾	0	D
Stock Option⁽¹⁹⁾	$22.25	04/17/2025		D			78,829	⁽²⁰⁾	07/01/2029	Common Stock	78,829	⁽¹⁰⁾	0	D
Stock Option⁽²¹⁾	$22.48	04/17/2025		D			33,363	⁽²²⁾	07/01/2028	Common Stock	33,363	⁽¹⁰⁾	0	D
Stock Option⁽²³⁾	$22.67	04/17/2025		D			99,250	⁽²⁴⁾	06/29/2028	Common Stock	99,250	⁽¹⁰⁾	0	D

Explanation of Responses:

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 131,233 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 12/5/2022.

12. This option, which vested 33.3% on 12/5/2023, 33.3% on 12/5/2024 and was originally scheduled to vest 33.4% on 12/5/2025, was cancelled and exchanged for Merger Consideration.

13. Stock options granted pursuant to the Plan on 7/1/2022.

14. 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.

15. Stock options granted pursuant to the Plan on 7/1/2021.

16. 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.

17. Stock options granted pursuant to the Plan on 7/14/2020.

18. 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.

19. Stock options granted pursuant to the Plan on 7/1/2019.

20. 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.

21. Stock options granted pursuant to the Plan on 7/1/2018.

22. This option, which vested 100% on 7/1/2021, was cancelled and exchanged for Merger Consideration.

23. Stock options granted as an inducement award granted outside the Plan on 6/29/2018.

24. This option, which vested 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 on 6/29/2021, in all cases subject to continued employment, was cancelled and exchanged for Merger Consideration.

	Les B. Korsh, by Power of Attorney	04/17/2025
	** 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).
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