Zurbay Donald 4

Accession 0000950170-25-055158

CIK 0000891024other

View on SEC.gov Company Profile

Filed

Apr 16, 8:00 PM ET

Accepted

Apr 17, 1:30 PM ET

Size

32.9 KB

Accession

0000950170-25-055158

Insider Transaction Report

Form 4

Period: 2025-04-17

PATTERSON COMPANIES, INC.PDCO

Zurbay Donald

DirectorPresident & CEO

Transactions

Disposition to Issuer
Common Stock
2025-04-17−1,243→ 0 total(indirect: By KSOP)
Disposition to Issuer
Stock Option
2025-04-17−93,633→ 0 total
Exercise: $33.26Exp: 2033-07-01→ Common Stock (93,633 underlying)
Disposition to Issuer
Stock Option
2025-04-17−57,819→ 0 total
Exercise: $23.57Exp: 2030-07-14→ Common Stock (57,819 underlying)
Award
Common Stock
2025-04-17+60,132→ 303,708 total
Disposition to Issuer
Common Stock
2025-04-17−398,185→ 0 total
Disposition to Issuer
Stock Option
2025-04-17−134,033→ 0 total
Exercise: $28.99Exp: 2032-12-05→ Common Stock (134,033 underlying)
Disposition to Issuer
Stock Option
2025-04-17−37,831→ 0 total
Exercise: $30.77Exp: 2031-07-01→ Common Stock (37,831 underlying)
Disposition to Issuer
Stock Option
2025-04-17−33,363→ 0 total
Exercise: $22.48Exp: 2028-07-01→ Common Stock (33,363 underlying)
Award
Common Stock
2025-04-17+20,840→ 243,576 total
Award
Common Stock
2025-04-17+94,477→ 398,185 total
Disposition to Issuer
Stock Option
2025-04-17−99,250→ 0 total
Exercise: $22.67Exp: 2028-06-29→ Common Stock (99,250 underlying)
Disposition to Issuer
Stock Option
2025-04-17−78,829→ 0 total
Exercise: $22.25Exp: 2029-07-01→ Common Stock (78,829 underlying)
Disposition to Issuer
Stock Option
2025-04-17−35,895→ 0 total
Exercise: $30.59Exp: 2032-07-01→ Common Stock (35,895 underlying)

Footnotes (24)

[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).
[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 12/5/2022.
[F12]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.
[F13]Stock options granted pursuant to the Plan on 7/1/2022.
[F14]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.
[F15]Stock options granted pursuant to the Plan on 7/1/2021.
[F16]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.
[F17]Stock options granted pursuant to the Plan on 7/14/2020.
[F18]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.
[F19]Stock options granted pursuant to the Plan on 7/1/2019.
[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.
[F20]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.
[F21]Stock options granted pursuant to the Plan on 7/1/2018.
[F22]This option, which vested 100% on 7/1/2021, was cancelled and exchanged for Merger Consideration.
[F23]Stock options granted as an inducement award granted outside the Plan on 6/29/2018.
[F24]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.
[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 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.
[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.

Documents

1 file

4
ownership.xmlPrimary
4

Issuer

PATTERSON COMPANIES, INC.

CIK 0000891024

→

Entity typeother

Related Parties

filerCIK 0001341608

Filing Metadata

Form type: 4
Filed: Apr 16, 8:00 PM ET
Accepted: Apr 17, 1:30 PM ET
Size: 32.9 KB

View on SEC.gov