Patriot National, Inc. 4
4 · Patriot National, Inc. · Filed Dec 28, 2015
Insider Transaction Report
Form 4
Mariano Steven M.
DirectorSee Remarks10% Owner
Transactions
- Award
Obligation to Sell
2015-12-23+1,250,000→ 0 total→ Common Stock (1,250,000 underlying) - Disposition to Issuer
Obligation to Sell
2015-12-23−3,250,000→ 3,250,000 total→ Common Stock (3,250,000 underlying)
Footnotes (6)
- [F1]On December 13, 2015, the Issuer and the Reporting Person entered into an agreement (the "Stock Back-to-Back Agreement") pursuant to which the Issuer would repurchase a number of shares of Common Stock owned by the Reporting Person equal to 60% of the shares of Common Stock to be issued by the Issuer to the Purchasers in connection with the exercise by Purchasers of the Old Warrants.
- [F2]This obligation to sell under the Stock Back-to-Back Agreement related to the Old Series A Warrants. The Old Series A Warrants were exercisable at the lower of $15 per share or a variable exercise price described therein. The Old Series A Warrants were exercisable beginning on July 1, 2016 and were to expire on June 30, 2018.
- [F3]On December 23, 2015, the Issuer and Reporting Person entered into Rescission and Exchange Agreements with the Purchasers (the "Rescission and Exchange Agreements"), pursuant to which, among other things, the Issuer and each Purchaser agreed to exchange the Old Series A Warrants for new Series A Warrants exercisable for an aggregate of 3,250,000 shares of Common Stock (the "New Series A Warrants") and Old Series B Warrants for new Series B Warrants exercisable for an aggregate of 1,000,000 shares of Common Stock, subject to adjustments pursuant to the terms therein (the "New Series B Warrants", and together with the New Series A Warrants, the "New Warrants").
- [F4]On December 13, 2015, the Issuer, Reporting Person and certain purchasers identified therein (the "Purchasers") entered into a Securities Purchase Agreement (the "Purchase Agreement"), pursuant to which the Reporting Person sold to the Purchasers an aggregate of 2,500,000 shares of issuer common stock ("Common Stock") for an aggregate purchase price of $30 million. Additionally, pursuant to the Purchase Agreement, the Issuer issued and sold to the Purchasers (i) 666,666 shares of Common Stock and prepaid Series B warrants for 1,000,000 shares of Common Stock, subject to adjustments pursuant to the terms therein (the "Old Series B Warrants"), and (ii) Series A warrants to purchase up to an aggregate of 2,083,333 shares of Common Stock (the " Old Series A Warrants", and together with the Old Series B Warrants, the "Old Warrants"), for an aggregate purchase price of approximately $20 million. The transaction described herein (the "Transaction") closed on December 16, 2015.
- [F5]Additionally, on December 23, 2015, the Issuer and Reporting Persons entered into an Amended and Restated Stock Back-to-Back Agreement (the "Amended Back-to-Back Agreement"), pursuant to which the Issuer would repurchase a number of shares of Common Stock owned by the Reporting Person equal to 100% of the shares of Common Stock to be issued by the Issuer to the Purchasers in connection with the exercise by Purchasers of the New Warrants. The transactions described in this footnote closed on December 23, 2015.
- [F6]This obligation to sell under the Amended Back-to-Back Agreement relates to the New Series A Warrants. The New Series A Warrants are exercisable at the lower of $10 per share or a variable exercise price described therein. The New Series A Warrants are exercisable beginning on July 1, 2016 and expire on December 31, 2020.