Filing Details
- Accession Number:
- 0001437749-25-010539
- Form Type:
- 13D Filing
- Publication Date:
- 2025-04-01 20:00:00
- Filed By:
- Sugarman Steven
- Company:
- Patriot National Bancorp Inc (NASDAQ:PNBK)
- Filing Date:
- 2025-04-02
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Sugarman Steven | 0 | 7,019,978 | 0 | 7,019,978 | 7,019,978 | 9.5% |
| Steven and Ainslie Sugarman Living Trust | 0 | 7,019,978 | 0 | 7,019,978 | 7,019,978 | 9.5% |
| Ainslie Sugarman | 0 | 7,019,978 | 0 | 7,019,978 | 7,019,978 | 9.5% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
PATRIOT NATIONAL BANCORP INC (Name of Issuer) |
Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) |
70336F203 (CUSIP Number) |
Steven Sugarman 900 Bedford Street, Stamford, CT, 06901 (203) 252-5900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/20/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | 70336F203 |
| 1 |
Name of reporting person
Sugarman Steven | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,019,978.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
 | ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 70336F203 |
| 1 |
Name of reporting person
Steven and Ainslie Sugarman Living Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,019,978.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 70336F203 |
| 1 |
Name of reporting person
Ainslie Sugarman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,019,978.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, Par Value $0.01 Per Share |
| (b) | Name of Issuer:
PATRIOT NATIONAL BANCORP INC |
| (c) | Address of Issuer's Principal Executive Offices:
900 BEDFORD ST, STAMFORD,
CONNECTICUT
, 06901. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is filed by Steven and Ainslie Sugarman Living Trust, a revocable living trust for the benefit of Steven Sugarman and Ainslie Sugarman (the "Trust"), as the record holder of the shares of Common Stock reported herein, as well as Steven Sugarman and his spouse, Ainslie Sugarman, as trustees of the Trust (collectively, the "Reporting Persons" and each a "Reporting Person"), with respect to shares of Common Stock of the Issuer. |
| (b) | The address of each Reporting Person is c/o Patriot National Bancorp, Inc., 900 Bedford Street, Stamford, Connecticut 06901. |
| (c) | Steven Sugarman is President of the Issuer and serves on the Board of Directors of the Issuer. |
| (d) | No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | No Reporting Person has, during the last five years, 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. |
| (f) | Mr. Sugarman and Mrs. Sugarman are citizens of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
On March 20, 2025, the Issuer completed its private placement of: (i) shares of the Issuer's 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, designated as Series A Non-Cumulative Perpetual Convertible Preferred Stock (the "Series A Preferred Stock"), with a liquidation preference of $60 per share (the "Private Placement"). 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 convertible into 1,533,333 shares of Common Stock at the pre-funded conversion price of $0.75 per share, subject to the limitation that no investor in the Private Placement has the right to become, directly or indirectly, 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 number of shares of the Issuer's voting securities issued and outstanding, pursuant to the Securities Purchase Agreement, dated as of March 20, 2025, between the Trust and the Issuer (the "Securities Purchase Agreement").
In addition, pursuant to the Securities Purchase Agreement, 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 Mr. Sugarman'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 (as determined under Rule 13d-3 under the Exchange Act) of more than 9.99% of the number of shares of the Issuer's voting securities issued and outstanding.
The Issuer and Mr. Sugarman also entered into an employment agreement, effective as of March 20, 2025 (the "Employment Agreement"). Restricted Stock Units ("RSUs") were granted to Mr. Sugarman pursuant to the Employment Agreement on March 20, 2025. RSUs vest in twelve equal monthly installments commencing on March 20, 2025 and have a restricted period of one year expiring on March 20, 2026. Vested RSUs represent the right to be settled on the date of the expiration of the restricted period, provided, however, that if: (i) the Issuer's 2025 Omnibus Equity Incentive Plan (the "Plan") has not been approved by the Issuer's 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 Issuer's shareholders, each vested RSU will be settled in one share of Common Stock, up to 4,049,593 shares of Common Stock, in the aggregate, and there will be no cash settlement option, subject to the limitation that the Reporting Person does not have the right to become, directly or indirectly, the beneficial owner (as determined under Rule 13d-3 under the Exchange Act) of more than 9.99% of the number of shares of the Issuer's voting securities issued and outstanding.
The foregoing description of the Securities Purchase Agreement and the Employment Agreement does not purport to be complete and is qualified in its entirety by the full text of the Securities Purchase Agreement and the Employment Agreement, attached as Exhibits 1 and 2 to this Schedule 13D, and incorporated herein by reference.
| |
| Item 4. | Purpose of Transaction |
The Reporting Persons are filing this Schedule 13D to report the transactions set forth in Item 3 above. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of the form of Schedule 13D, except as set forth herein, or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 7,019,978 |
| (b) | 9.52% |
| (c) | Not applicable. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock reported herein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The Securities Purchase Agreement and the Employment Agreement are attached hereto as Exhibits 1 and 2, respectively, and incorporated by reference to Exhibits 10.1 and 10.5, respectively, to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 21, 2025. The Reporting Persons have entered into a Joint Filing Agreement, attached hereto as Exhibit 3, pursuant to which they have agreed to file this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k) under the Exchange Act. The responses to Items 2, 3, 4, and 5 of this Schedule 13D are incorporated herein by reference. Other than as reported in Schedule 13D or described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 Securities Purchase Agreement
(incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on March 21, 2025)
https://www.sec.gov/Archives/edgar/data/1098146/000117184325001608/exh_101.htm
Exhibit 2 Employment Agreement
(incorporated by reference to Exhibit 10.5 to the Issuer's Current Report on Form 8-K filed on March 21, 2025)
https://www.sec.gov/Archives/edgar/data/1098146/000117184325001608/exh_105.htm
Exhibit 3 Joint Filing Agreement |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|