4//SEC Filing
Sugarman Steven 4
Accession 0001437749-25-022374
CIK 0001098146other
Filed
Jul 7, 8:00 PM ET
Accepted
Jul 8, 9:22 PM ET
Size
15.2 KB
Accession
0001437749-25-022374
Insider Transaction Report
Form 4
Sugarman Steven
DirectorPresident
Transactions
- Conversion
Non-Voting Common Stock
2025-07-03+1,533,333→ 1,533,333 total(indirect: By Trust)→ Voting Common Stock (1,533,333 underlying) - Conversion
Series A Preferred Stock
2025-07-03−19,167→ 0 total(indirect: By Trust)→ Non-Voting Common Stock (1,533,333 underlying) - Conversion
Series A Preferred Stock
2025-07-03−5,833→ 0 total(indirect: By Trust)→ Non-Voting Common Stock (466,667 underlying) - Conversion
Non-Voting Common Stock
2025-07-03+466,667→ 466,667 total(indirect: By Trust)→ Voting Common Stock (466,667 underlying)
Footnotes (4)
- [F1]On March 20, 2025, Patriot National Bancorp, Inc. (the "Issuer") completed its private placement of: (i) shares of the Issuer's voting common stock, par value $0.01 per share ("Voting Common Stock"), at a purchase price of $0.75 per share, and (ii) shares of a new series of the Issuer's 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, 19,167 shares of Series A Preferred Stock, convertible into 1,533,333 shares of Voting Common 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 issued and outstanding voting securities of the Issuer.
- [F2]The Trust was also issued 5,833 shares of Series A Preferred Stock, convertible into 466,667 shares of Voting Common Stock, as a reimbursement of the Reporting Person's 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 issued and outstanding voting securities of the Issuer.
- [F3]On July 3, 2025, all issued and outstanding shares of Series A Preferred Stock automatically converted into shares of non-voting common stock, par value $0.01 per share ("Non-Voting Common Stock"), of the Issuer, pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Issuer. Series A Preferred Stock had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Voting Common Stock, subject to the terms of the Amended and Restated Certificate of Incorporation of the Issuer, including the limitation that no holder of Non-Voting Common Stock has the right to become the beneficial owner (as determined under Rule 13d-3 under the Exchange Act) of more than 9.99% of the issued and outstanding voting securities of the Issuer. Voting Common Stock has no expiration date.
- [F4]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.
Documents
Issuer
PATRIOT NATIONAL BANCORP INC
CIK 0001098146
Entity typeother
Related Parties
1- filerCIK 0001504590
Filing Metadata
- Form type
- 4
- Filed
- Jul 7, 8:00 PM ET
- Accepted
- Jul 8, 9:22 PM ET
- Size
- 15.2 KB