SEC Form 4 · accession 0000899243-15-005383
Patriot National, Inc. · PN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Austin J Shanfelter
Director
Period of report
Aug 21, 2015
Accepted (ET)
Sep 25, 2015 · 4:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001619917
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 21, 2015 | A | 267,000 | — | A | 267,000 | I | By LLC |
| Common Stock | holding | — | — | — | 16,543 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred ConsiderationF2,F1 | — | Aug 21, 2015 | A | 618,478 | A | — | — | Common Stock | 618,478 | 618,478 | I |
Explanation of responses
- F1Pursuant to a purchase agreement dated July 20, 2015, by and among Patriot National, Inc. (the "Issuer") and the other parties thereto, as amended (the "Purchase Agreement"), the Issuer purchased all of the membership interests of Global HR Research, LLC ("Global"). The purchase closed on August 21, 2015. In connection with the purchase, a limited liability company controlled by the Reporting Person (the "LLC") received in exchange for its membership interests in Global: (a) cash, (b) 267,000 shares of Issuer common stock, and (c) the Deferred Consideration (as defined below). The shares issued were based on the closing price of the Issuer's shares on July 20, 2015, which was $16.94 per share.
- F2Reflects the "Deferred Consideration" described above payable to the LLC, which consists of, determined in the Issuer's sole discretion, either 618,478 shares of Issuer common stock or $10,477,017 in cash, payable on the earlier of (i) November 20, 2015, (ii) the 21st day after the Issuer mails an information statement to the shareholders in connection with the purchase described herein, or (iii) the Issuer files a registration statement with the Securities and Exchange Commission that is declared effective.
Remarks
The Reporting Person disclaims beneficial ownership of the securities reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein.