Form 4: Patterson Companies CHRO Samantha Bergeson Disposes of Shares and Options in Merger

Samantha Bergeson, CHRO of Patterson Companies, reports the disposition of shares and options due to the merger with Paradigm Parent, LLC, resulting in a cash payment of $31.35 per share.

Summary

• Samantha Bergeson, the CHRO of Patterson Companies, filed a Form 4 detailing changes in beneficial ownership.
• The filing is related to the merger between Patterson Companies and Paradigm Parent, LLC, which closed on April 17, 2025.
• As a result of the merger, Bergeson's performance share units (PSUs) vested, and shares of common stock were disposed of at a price of $31.35 per share.
• Stock options were also cancelled, with Bergeson receiving cash for options where the exercise price was less than the merger consideration.
• The filing also reflects the disposition of shares held indirectly through the Reporting Person's Employee Stock Ownership Plan component of their 401(k) (the 'KSOP') account immediately prior to the closing of the Merger.

Sentiment

Score: 7

Explanation: The document is a standard SEC filing related to a merger. While the executive is disposing of shares and options, it's a result of a pre-agreed transaction, so the sentiment is neutral to slightly positive as the merger has been successfully completed.

Future Outlook

The merger between Patterson Companies and Paradigm Parent, LLC has been completed, and Patterson Companies is now a private entity.

Industry Context

This announcement reflects a common scenario in mergers and acquisitions where executives' equity holdings are converted to cash or cancelled based on the terms of the merger agreement. This is a standard part of the M&A process.

Comparison to Industry Standards

• Merger agreements commonly include provisions for the treatment of outstanding equity awards, such as stock options and restricted stock units.
• The conversion of shares to cash at a predetermined price is a typical outcome in mergers.
• The cancellation of out-of-the-money stock options (exercise price above the merger consideration) is also a standard practice.
• Similar transactions can be seen in the acquisitions of companies like Syneos Health by a private equity consortium, where equity awards were treated according to the merger agreement.

Stakeholder Impact

• Shareholders received $31.35 per share in cash.
• Executives and employees with equity awards received cash or had their options cancelled based on the merger agreement.

Key Dates

Keywords

Merger, Patterson Companies, Paradigm Parent, Form 4, Beneficial Ownership, Stock Options, Shares, PSUs, CHRO, Samantha Bergeson