4//SEC Filing
BERGESON SAMANTHA L 4
Accession 0000950170-25-055149
CIK 0000891024other
Filed
Apr 16, 8:00 PM ET
Accepted
Apr 17, 1:21 PM ET
Size
14.8 KB
Accession
0000950170-25-055149
Insider Transaction Report
Form 4
Transactions
- Award
Common Stock
2025-04-17+9,344→ 35,117 total - Disposition to Issuer
Common Stock
2025-04-17−35,117→ 0 total - Disposition to Issuer
Common Stock
2025-04-17−998→ 0 total(indirect: By KSOP) - Award
Common Stock
2025-04-17+5,186→ 25,773 total - Disposition to Issuer
Stock Option
2025-04-17−8,076→ 0 totalExercise: $33.26Exp: 2033-07-01→ Common Stock (8,076 underlying)
Footnotes (9)
- [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 7/1/2023 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 7/1/2024 and held by the Reporting Person immediately prior to the closing of the Merger.
- [F4]Includes an aggregate 11,990 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.
- [F5]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.
- [F6]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.
- [F7]Stock options granted pursuant to the Plan on 7/1/2023.
- [F8]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.
- [F9]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.
Documents
Issuer
PATTERSON COMPANIES, INC.
CIK 0000891024
Entity typeother
Related Parties
1- filerCIK 0001980882
Filing Metadata
- Form type
- 4
- Filed
- Apr 16, 8:00 PM ET
- Accepted
- Apr 17, 1:21 PM ET
- Size
- 14.8 KB