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

(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)
07/14/2023

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	07/14/2023		F⁽¹⁾		4,490	D	$32.07	139,329⁽²⁾	D
Common Stock	07/14/2023		A⁽³⁾		28,867	A	$32.07	168,196⁽²⁾	D
Common Stock	07/14/2023		F⁽⁴⁾		13,037	D	$32.07	155,159⁽²⁾	D
Common Stock								1,146⁽⁵⁾	I	By ESOP

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)
Employee Stock Options⁽⁶⁾	$33.26							⁽⁷⁾	07/01/2033	Common Stock	93,633		93,633	D
Employee Stock Options⁽⁸⁾	$28.99							⁽⁹⁾	12/05/2032	Common Stock	134,033		134,033	D
Employee Stock Options⁽¹⁰⁾	$30.59							⁽¹¹⁾	07/01/2032	Common Stock	35,895		35,895	D
Employee Stock Options⁽¹²⁾	$30.77							⁽¹³⁾	07/01/2031	Common Stock	37,831		37,831	D
Employee Stock Options⁽¹⁴⁾	$23.57							⁽⁷⁾	07/14/2030	Common Stock	57,819		57,819	D
Employee Stock Options⁽¹⁵⁾	$22.25							⁽¹⁶⁾	07/01/2029	Common Stock	78,829		78,829	D
Employee Stock Options⁽¹⁷⁾	$22.48							07/01/2021	07/01/2028	Common Stock	33,363		33,363	D
Employee Stock Options⁽¹⁸⁾	$22.67							⁽¹⁸⁾	06/29/2028	Common Stock	99,250		99,250	D

Explanation of Responses:

1. Represents shares of common stock withheld for payment of taxes incurred upon the lapse of restrictions on restricted stock units ("RSUs") issued purusant to the Patterson Companies, Inc. Amended and Restated 2015 Omnibus Incentive Plan ("Plan").

2. Includes an aggregate of 79,934 RSUs awarded in the years 2020 through 2023 to Reporting Person pursuant to the Plan. The RSUs vest contingent upon continued employment as follows: 13,210 units vest 12/1/2023, 16,735 units vest 7/1/2024, 13,210 units vest 12/1/2024, 13,488 units vest 7/1/2025, 13,249 units vest on 12/1/2025 and 10,042 units vest 7/1/2026.

3. Represents shares earned upon satisfaction of performance criteria applicable to non-derivative performance share units.

4. Represents shares of common stock withheld to satisfy a portion of tax liability upon the vesting of performance share units.

5. Represents shares of common stock indirectly held by the Reporting Person's Employee Stock Ownership Plan ("ESOP") account through May 1, 2023.

6. Stock options granted pursuant to the Plan on 7/1/2023.

7. Options are exercisable as follows: 33.3% on 7/1/2024, 33.3% on 7/1/2025 and 33.4% on 7/1/2026.

8. Stock options granted pursuant to the Plan on 12/5/2022.

9. Options are excercisable as follows: 33.3% on 12/5/2023, 33.3% on 12/5/2024 and 33.4% on 12/5/2025.

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

11. Options are exercisable as follows: 33.3% on 7/1/2023, 33.3% on 7/1/2024 and 33.4% on 7/1/2025.

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

13. Options are exercisable as follows: 33.3% on 7/1/2022, 33.3% on 7/1/2023 and 33.4% on 7/1/2024.

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

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

16. Options are exercisable as follows: 33.3% on 7/1/2020, 33.3% on 7/1/2021 and 33.4% on 7/1/2022.

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

18. Stock options granted as an inducement award granted outside the Plan on 6/29/2018. The stock options granted would vest 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 6/29/2021, in all cases subject to continued employments.

Remarks:

	Les B. Korsh, by Power of Attorney	07/18/2023
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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