President Sugarman Steven bought $5,264,984 worth of shares (7,019,978 units at $0.75) (SEC Form 4)
$PNBK
Major Banks
Finance
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PATRIOT NATIONAL BANCORP INC [ PNBK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/20/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/20/2025 | P(1) | 7,019,978 | A | $0.75 | 7,019,978 | I | By Steven and Ainslie Sugarman Living Trust(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Stock | $0.75 | 03/20/2025 | P(1) | 19,167 | 03/20/2025 | (3) | Common Stock | 1,533,333 | (1) | 19,167 | I | By Steven and Ainslie Sugarman Living Trust(2) | |||
| Series A Preferred Stock | $0.75 | 03/20/2025 | J(4) | 5,833 | 03/20/2025 | (3) | Common Stock | 466,667 | (4) | 25,000 | I | By Steven and Ainslie Sugarman Living Trust(2) | |||
| Restricted Stock Units | (5) | 03/20/2025 | A | 4,049,593(5) | 03/20/2026 | 03/20/2026 | Common Stock | 4,049,593(5) | $0 | 4,049,593(5) | D | ||||
| Explanation of Responses: |
| 1. On March 20, 2025, Patriot National Bancorp, Inc. (the Issuer) completed its private placement of: (i) shares of common stock, par value $0.01 per share (Common Stock), at a purchase price of $0.75 per share, and (ii) shares of a new series of preferred stock, no par value per share (the Series A Preferred Stock), with a liquidation preference of $60 per share (the Private Placement). Steven and Ainslie Sugarman Living Trust (the Trust) purchased, as part of the Private Placement: (i) 7,019,978 shares of Common Stock and (ii) 19,167 shares of Series A Preferred Stock, subject to the limitation that no investor in the Private Placement has the right to become the beneficial owner (as determined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act)) of more than 9.99% of the voting securities issued and outstanding of the Issuer. |
| 2. The Trust is a revocable living trust for the benefit of the Reporting Person and his spouse. The Reporting Person and his spouse are the trustees of the Trust. |
| 3. Series A Preferred Stock is perpetual and therefore has no expiration date. |
| 4. The Trust was issued 5,833 shares of Series A Preferred Stock convertible into 466,667 shares of Common Stock at the pre-funded conversion price of $0.75 per share, as a reimbursement of the Reporting Persons legal fees and expenses relating to the Private Placement, subject to the limitation that the Reporting Person does not have the right to become, directly or indirectly, the beneficial owner of more than 9.99% of the number of shares of the voting securities issued and outstanding of the Issuer. |
| 5. Restricted Stock Units (RSUs) were granted pursuant to the Employment Agreement between the Reporting Person and the Issuer, effective as of March 20, 2025. RSUs vest in 12 equal monthly installments commencing on March 20, 2025 and expires on March 20, 2026. Vested RSUs represent the right to be settled on the date of the expiration, provided that if: (i) the 2025 Omnibus Equity Incentive Plan (the Plan) has not been approved by its shareholders, each vested RSU will be settled in cash equal to the fair market value of one share of Common Stock as of March 20, 2026; or (ii) the Plan has been approved by the shareholders of the Issuer, each vested RSU will be settled in one share of Common Stock and with no cash settlement option, subject to the limitation that the Reporting Person does not have the right to become the beneficial owner (as determined under Rule 13d-3 under the Exchange Act) of more than 9.99% of shares of the voting securities issued and outstanding of the Issuer. |
| Remarks: |
| Steven Sugarman | 04/01/2025 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||