Statement of Changes in Beneficial Ownership (4)
April 02 2021 - 4:40PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Carrazza Michael A. |
2. Issuer Name and Ticker or Trading Symbol
PATRIOT NATIONAL BANCORP INC
[
PNBK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman of the Board |
(Last)
(First)
(Middle)
C/O PATRIOT NATIONAL BANCORP, INC., 900 BEDFORD STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/22/2021 |
(Street)
STAMFORD, CT 06901
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/31/2021 | | J | | 815 (6) | D | $0 | 0 | I | By PNBK Sponsor LLC (1) |
Common Stock | 1/22/2021 | | J | | 256629 (2) | D | $0 | 2237535 | I | By PNBK Holdings LLC (1) |
Common Stock | 3/31/2021 | | J | | 2237535 (3) | D | $0 | 0 | I | By PNBK Holdings LLC (1) |
Common Stock | 3/31/2021 | | J | | 4890 (4) | A | $0 | 12221 | I | By Solaia Capital Management Profit Sharing Plan FBO Michael A. Carrazza |
Common Stock | 3/31/2021 | | J | | 31787 (5) | A | $0 | 54218 | D | |
Common Stock | 3/31/2021 | | J | | 815 (6) | A | $0 | 55033 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | The Reporting Person is the managing member of PNBK Sponsor LLC ("Sponsor"), which is the managing member of PNBK Holdings LLC ("Holdings"); therefore, the Reporting Person may be deemed to indirectly beneficially own the shares directly owned by Sponsor and Holdings. |
(2) | On January 22, 2021, Holdings made an in-kind distribution of 256,629 shares of restricted common stock of the Issuer. |
(3) | On March 31, 2021, Holdings made a pro-rata in-kind distribution of a total of 2,237,535 shares of common stock of the Issuer (the "March 2021 In-Kind Distribution"). Following such distribution, Holdings no longer owns any shares of the Issuer. |
(4) | Solaia Capital Management Profit Sharing Plan FBO Michael A. Carrazza received its pro rata allocation of 4,890 shares of common stock in the March 2021 In-Kind Distribution. |
(5) | The Reporting Person received its pro rata allocation of 31,787 shares of common stock in the March 2021 In-Kind Distribution. |
(6) | Sponsor transferred 815 shares of common stock to the Reporting Person on March 31, 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Carrazza Michael A. C/O PATRIOT NATIONAL BANCORP, INC. 900 BEDFORD STREET STAMFORD, CT 06901 | X | X | Chairman of the Board |
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Signatures
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/s/ Michael A. Carrazza | | 4/2/2021 |
**Signature of Reporting Person | Date |
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