Steven Sugarman - 03 Jul 2025 Form 4/A - Amendment Insider Report for PATRIOT NATIONAL BANCORP INC (PNBK)

Signature
Steven Sugarman
Issuer symbol
PNBK
Transactions as of
03 Jul 2025
Net transactions value
$0
Form type
4/A - Amendment
Filing time
14 Aug 2025, 16:21:13 UTC
Date Of Original Report
08 Jul 2025
Previous filing
01 Apr 2025
Next filing
14 Aug 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Sugarman Steven President, Director C/O PATRIOT NATIONAL BANCORP, INC., 900 BEDFORD STREET, STAMFORD Steven Sugarman 14 Aug 2025 0001504590

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PNBK Non-Voting Common Stock Options Exercise +1,533,333 1,533,333 03 Jul 2025 By Steven and Ainslie Sugarman Living Trust F1, F2, F3
transaction PNBK Non-Voting Common Stock Options Exercise +466,667 +30% 2,000,000 03 Jul 2025 By Steven and Ainslie Sugarman Living Trust F2, F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PNBK Series A Preferred Stock Conversion of derivative security -19,167 -77% 5,833 03 Jul 2025 Non-Voting Common Stock 1,533,333 By Steven and Ainslie Sugarman Living Trust F1, F2, F3
transaction PNBK Series A Preferred Stock Conversion of derivative security -5,833 -100% 0 03 Jul 2025 Non-Voting Common Stock 466,667 By Steven and Ainslie Sugarman Living Trust F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 20, 2025, Patriot National Bancorp, Inc. (the Issuer) completed its private placement of: (i) shares of Common Stock, par value $0.01 per share of the Issuer (the 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.
F2 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.
F3 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.
F4 The Trust was also issued 5,833 shares of Series A Preferred Stock, convertible into 466,667 shares of Common Stock, as a reimbursement of the Reporting Person's legal fees and expenses relating to the Private Placement, subject to the limitation that the Reporting Person does not have the right to become, directly or indirectly, the beneficial owner of more than 9.99% of the issued and outstanding voting securities of the Issuer.