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Filing Details

Accession Number:: 0001628280-25-016057
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-04-01 21:53:53
Reporting Period:: 2025-03-20

Filing Date:: 2025-04-01
Accepted Time:: 2025-04-01 21:53:53
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1098146	Patriot National Bancorp Inc	PNBK	National Commercial Banks (6021)	061559137

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1504590	Steven Sugarman	C/O Patriot National Bancorp, Inc. 900 Bedford Street Stamford CT 06901	President	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2025-03-20	7,019,978	$0.75	7,019,978	No	4	P	Indirect	By Steven and Ainslie Sugarman Living Trust

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Steven and Ainslie Sugarman Living Trust

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Acquisiton	2025-03-20	19,167	$0.00	1,533,333	$0.75
Common Stock	Series A Preferred Stock	Acquisiton	2025-03-20	5,833	$0.00	466,667	$0.75
Common Stock	Restricted Stock Units	Acquisiton	2025-03-20	4,049,593	$0.00	4,049,593	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
19,167	2025-03-20		No	4	P	Indirect
25,000	2025-03-20		No	4	J	Indirect
4,049,593	2026-03-20	2026-03-20	No	4	A	Direct

Footnotes

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.
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.
Series A Preferred Stock is perpetual and therefore has no expiration date.
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.
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.