SEC Form SC 13G filed by Patriot National Bancorp Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Patriot National Bancorp, Inc.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

70336F203

(CUSIP Number)

March 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨  Rule 13d-1(b)

x Rule 13d-1(c)   

¨Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1.

Item 2.

Reference is made to Items 5 – 9 and 11 on each of the preceding pages of this Schedule 13G.

Pursuant to its Operating Agreement, on March 31, 2021, PNBK Holdings LLC (“PNBK Holdings”) completed a pro-rata in-kind distribution of shares to its members of restricted Common Stock of the Issuer. SMC Holdings I, LP, a Delaware limited liability company (“SMC Holdings”), in its capacity as a member of PNBK Holdings, received 427,691 shares of Common Stock from PNBK Holdings as part of its pro rata, in-kind distribution. SMC Holdings now directly holds 427,691 shares of Common Stock of the Issuer.

SMC Holdings I G.P., LLC, a Delaware limited liability company (“SMC GP”), is the general partner of SMC Holdings. John L. Steffens (“Mr. Steffens”) and Gregory P. Ho (“Mr. Ho”) each serves as a Managing Member of SMC GP. SMC Holdings, SMC GP, Mr. Steffens, and Mr. Ho, as the filers of this statement, are collectively referred to herein as the “Group.” The joint filing agreement of the members of the Group is attached as Exhibit 1 to this Schedule 13G.

During the past five years, no member of the Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the past five years, no member of the Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

SMC Holdings and SMC GP are organized under the laws of the State of Delaware. Mr. Ho and Mr. Steffens are citizens of the United States.

This report shall not be deemed an admission that any member of the Group is the beneficial owner of such securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, except to the extent of its pecuniary interest therein.

Not applicable.

Not applicable.

Not applicable.

See Item 4 above.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date:    April 21, 2021

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of the Issuer and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings.

Date:   April 21, 2021