SEC Form 4 · accession 0001437749-18-001933
PATRIOT NATIONAL BANCORP INC · PNBK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael A. Carrazza
Officer — CEO & Chairman of the Board · Director · 10% Owner
Period of report
Jan 4, 2018
Accepted (ET)
Feb 7, 2018 · 4:38 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001098146
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 4, 2018 | J | 1,630 | $0.00 | A | 7,330 | I | Solaia Capital Management Profit Sharing Plan FBO Michael A. Carrazza |
| Common StockF2 | Jan 4, 2018 | J | 9,781 | $0.00 | A | 11,231 | D | |
| Common StockF3 | Jan 12, 2018 | A | 11,200 | $17.85 | A | 22,431 | D | |
| Common StockF4 | Jan 4, 2018 | J | 840,000 | $0.00 | D | 2,195,000 | I | By PNBK Holdings LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On January 4, 2018, PNBK Holdings LLC ("Holdings") conducted an in-kind distribution (the "In-Kind Distribution") of shares of restricted common stock of the Issuer to shareholders of Holdings. Solaia Capital Management Profit Sharing Plan FBO Michael A. Carrazza received 1,630 shares of common stock in the In-Kind Distribution.
- F2On January 4, 2018, the Reporting Person received 9,781 shares of common stock in the In-Kind Distribution.
- F3On January 12, 2018, the Reporting Person was granted 11,200 shares of restricted common stock of the Issuer, which will vest quarterly in equal installments over a four-year period commencing from January 1, 2018, under the Issuer's 2012 Stock Plan, as amended. As of the date hereof, the Reporting Person directly owned a total of 22,431 shares of common stock of the Issuer.
- F4On January 4, 2018, Holdings distributed an aggregate number of 840,000 shares of restricted common stock of the Issuer in the In-Kind Distribution. The Reporting Person is the managing member of PNBK Sponsor LLC, which is the managing member of Holdings; therefore, the Reporting Person may be deemed to indirectly beneficially own the shares directly owned by Holdings. The number of shares reported hereunder does not include 325,000 shares owned by Holdings with respect to which Fabrizio Bentivoglio has sole voting and dispositive power.