SEC Form 4 · accession 0001209191-15-087129
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 23, 2015
Accepted (ET)
Dec 28, 2015 · 4:11 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001619917
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Obligation to SellF1,F2,F3,F4,F5 | — | Dec 23, 2015 | A | 1,250,000 | A | — | — | Common Stock | 1,250,000 | 0 | D |
| Obligation to SellF5,F6,F3,F1,F4 | — | Dec 23, 2015 | D | 3,250,000 | D | — | — | Common Stock | 3,250,000 | 3,250,000 | D |
Explanation of responses
- F1On December 13, 2015, the Issuer and the Reporting Person entered into an agreement (the "Stock Back-to-Back Agreement") pursuant to which the Issuer would 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 Old Warrants.
- F2This obligation to sell under the Stock Back-to-Back Agreement related to the Old Series A Warrants. The Old Series A Warrants were exercisable at the lower of $15 per share or a variable exercise price described therein. The Old Series A Warrants were exercisable beginning on July 1, 2016 and were to expire on June 30, 2018.
- F3On December 23, 2015, the Issuer and Reporting Person entered into Rescission and Exchange Agreements with the Purchasers (the "Rescission and Exchange Agreements"), pursuant to which, among other things, the Issuer and each Purchaser agreed to exchange the Old Series A Warrants for new Series A Warrants exercisable for an aggregate of 3,250,000 shares of Common Stock (the "New Series A Warrants") and Old Series B Warrants for new Series B Warrants exercisable for an aggregate of 1,000,000 shares of Common Stock, subject to adjustments pursuant to the terms therein (the "New Series B Warrants", and together with the New Series A Warrants, the "New Warrants").
- F4On December 13, 2015, the Issuer, Reporting Person and certain purchasers identified therein (the "Purchasers") entered into a Securities Purchase Agreement (the "Purchase Agreement"), pursuant to which 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, subject to adjustments pursuant to the terms therein (the "Old Series B Warrants"), and (ii) Series A warrants to purchase up to an aggregate of 2,083,333 shares of Common Stock (the " Old Series A Warrants", and together with the Old Series B Warrants, the "Old Warrants"), for an aggregate purchase price of approximately $20 million. The transaction described herein (the "Transaction") closed on December 16, 2015.
- F5Additionally, on December 23, 2015, the Issuer and Reporting Persons entered into an Amended and Restated Stock Back-to-Back Agreement (the "Amended Back-to-Back Agreement"), pursuant to which the Issuer would repurchase a number of shares of Common Stock owned by the Reporting Person equal to 100% of the shares of Common Stock to be issued by the Issuer to the Purchasers in connection with the exercise by Purchasers of the New Warrants. The transactions described in this footnote closed on December 23, 2015.
- F6This obligation to sell under the Amended Back-to-Back Agreement relates to the New Series A Warrants. The New Series A Warrants are exercisable at the lower of $10 per share or a variable exercise price described therein. The New Series A Warrants are exercisable beginning on July 1, 2016 and expire on December 31, 2020.
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.