SEC Form 4 · accession 0001209191-15-086122
Patriot National, Inc. · PN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven M. Mariano
Officer — See Remarks · Director · 10% Owner
Period of report
Dec 16, 2015
Accepted (ET)
Dec 18, 2015 · 4:43 pm EST
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 | Dec 16, 2015 | S$0 | 2,500,000 | — | D | 12,066,175 | D | |
| Common Stock | holding | — | — | — | 1,307,398 | I | By Steven M. Mariano Trust | |
| Common Stock | holding | — | — | — | 1,014,607 | I | By Corporation |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Obligation to SellF2,F3,F1 | — | Dec 16, 2015 | D | 1,250,000 | D | — | — | Common Stock | 1,250,000 | 1,250,000 | D |
Explanation of responses
- F1Pursuant to the terms of a Securities Purchase Agreement dated as of December 13, 2015 (the "Purchase Agreement"), by and among the Issuer, the Reporting Person and the purchasers named therein (the "Purchasers"), the Reporting Person sold to the Purchasers an aggregate of 2,500,000 shares of issuer common stock ("Common Stock") for an aggregate purchase price of $30 million. Additionally, pursuant to the Purchase Agreement, the Issuer issued and sold to the Purchasers (i) 666,666 shares of Common Stock and prepaid Series B warrants for 1,000,000 shares of Common Stock (the "Series B Warrants"), and (ii) Series A warrants to purchase up to an aggregate of 2,083,333 shares of Common Stock (the "Series A Warrants", and together with the Series B Warrants, the "Warrants"), for an aggregate purchase price of approximately $20 million. The transaction described herein (the "Transaction") closed on December 16, 2015.
- F2On December 13, 2015, the Issuer and the Reporting Person entered into an agreement (the "Stock Back-to-Back Agreement") pursuant to which the Issuer will repurchase a number of shares of Common Stock owned by the Reporting Person equal to 60% of the shares of Common Stock to be issued by the Issuer to the Purchasers in connection with the exercise by Purchasers of the Warrants.
- F3This obligation to sell under the Stock Back-to-Back Agreement relates to the Series A Warrants. The Series A Warrants are exercisable at the lower of $15 per share or a variable exercise price described therein. The Series A Warrants are exercisable beginning on July 1, 2016 and expire on June 30, 2018.
Remarks
President and Chief Executive Officer The Reporting Person disclaims beneficial ownership of the securities reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein. The filing of this Form 4 shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise.