July 3, 2025 · Form 4 insider transaction
Sugarman Steven bought 1,533,333 shares of PNBK, a transaction worth N/A. The trade was recorded as conversion of a derivative and disclosed on an SEC Form 4, filed 5 days after the transaction.
On March 20, 2025, Patriot National Bancorp, Inc. (the "Issuer") completed its private placement of: (i) shares of the Issuer's voting common stock, par value $0.01 per share ("Voting Common Stock"), at a purchase price of $0.75 per share, and (ii) shares of a new series of the Issuer's preferred stock, no par value per share (the "Series A Preferred Stock"), with a liquidation preference of $60 per share (the "Private Placement"). Steven and Ainslie Sugarman Living Trust (the "Trust") purchased, as part of the Private Placement, 19,167 shares of Series A Preferred Stock, convertible into 1,533,333 shares of Voting Common Stock, subject to the limitation that no investor in the Private Placement has the right to become the beneficial owner (as determined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of more than 9.99% of the issued and outstanding voting securities of the Issuer.; On July 3, 2025, all issued and outstanding shares of Series A Preferred Stock automatically converted into shares of non-voting common stock, par value $0.01 per share ("Non-Voting Common Stock"), of the Issuer, pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Issuer. Series A Preferred Stock had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of Voting Common Stock, subject to the terms of the Amended and Restated Certificate of Incorporation of the Issuer, including the limitation that no holder of Non-Voting Common Stock has the right to become the beneficial owner (as determined under Rule 13d-3 under the Exchange Act) of more than 9.99% of the issued and outstanding voting securities of the Issuer. Voting Common Stock has no expiration date.; The Trust is a revocable living trust for the benefit of the Reporting Person and his spouse. The Reporting Person and his spouse are the trustees of the Trust.