SEC Form 4 · accession 0001209191-16-102846

Patriot National, Inc. · PN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Nov 20, 2015

Accepted (ET)

Feb 26, 2016 · 4:13 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 Stock^F2	Nov 20, 2015	M	618,478	—	A	885,478	I	By LLC
Common Stock^F2	Nov 20, 2015	D	309,239	—	D	576,239	I	By LLC
Common Stock	Feb 24, 2016	A	11,456	$0.00	A	27,999	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Deferred Consideration^F1,F2	—	Nov 20, 2015	M	618,478	D	—	—	Common Stock	618,478	0	I

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.
F2The "Deferred Consideration" described above payable to the LLC consisted of, to be determined in the Issuer's sole discretion, 618,478 shares of Issuer common stock or $10,477,017 in cash. The Deferred Compensation became payable on November 20, 2015. The Issuer paid the Reporting Person 309,239 shares of Common Stock and $5,238,508.50.
F3Award of restricted stock that vests in full on August 24, 2016.