8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2011

PATRIOT NATIONAL BANCORP, INC.

(Exact name of registrant as specified in its charter)

Connecticut	000-29599	06-1559137
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

900 Bedford Street, Stamford, Connecticut	06901
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 324-7500

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 — Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

On February 25, 2011, Patriot National Bank (the “Bank”), a national banking association and a wholly-owned subsidiary of Patriot National Bancorp, Inc., a Connecticut corporation, entered into a Purchase and Sale Agreement (the “Agreement”) with ES Ventures One LLC, a Delaware limited liability company (“ES Ventures”). Pursuant to the Agreement, the Bank will sell certain assets to ES Ventures for an aggregate purchase price of $64,952,068, subject to adjustment pursuant to the terms of the Agreement. The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement. A copy of the Bank’s press release is attached hereto as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Patriot National Bank, Press Release, issued March 3, 2011.

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PATRIOT NATIONAL BANCORP, INC.
Date: March 3, 2011	By:	/s/ Robert F. O’Connell
		Robert F. O’Connell
		Senior Executive Vice President and Chief Financial Officer

-3-

EX-99.1

EXHIBIT 99.1

Stamford, CT (March 3, 2011) Patriot National Bancorp (NASDAQ: PNBK) (the “Company”), the parent company of Patriot National Bank (“Patriot”), announced the Sale of Non-Performing Assets and the closure of four branch offices.

Patriot has entered into a contract to sell non-performing loans and real estate to ES Ventures One, LLC, a Delaware limited liability company, for $65 million. The transaction requires the non-objection of Patriot’s banking regulator and is expected to close prior to March 31, 2011.“The sale of the majority of the Bank’s non-performing assets will allow Patriot to accelerate the Bank’s business plan. Further, the reduction in non-performing assets materially improves the risk profile of the balance sheet, decreases workout and OREO expenses, and allows us to reinvest $65 million into earning assets to improve net interest margin”, said Christopher Maher, the Company’s President & CEO.

In a related restructuring, Patriot announced the consolidation of four branches to reduce operating expenses. The affected branches include Wilton (One Danbury Road, Wilton), Fairfield Center (1127 Post Road, Fairfield), Stratford (3552 Main Street, Stratford), and Old Greenwich (184 Sound Beach Avenue, Greenwich). All customer accounts in the affected branches will be transferred to nearby Patriot branches to minimize any inconvenience to the Bank’s customers. The consolidation of these branches is expected to result in a pre-tax earnings charge of $3.0 million and result in annualized expense reductions of $1.8 million. The consolidations are anticipated to be completed prior to June 30, 2011.

Michael Carrazza, the Chairman of the Board of the Company, commented that “We are pleased to report on these restructuring achievements, which are key components of our post-closing recovery plan. These activities strengthen Patriot’s competitive position and bring us closer to our goal of restored health and profitability.”

The Company plans to issue full year 2010 financial statements in conjunction with the filing of an Annual Report on Form 10-K on or about March 15, 2011.

It is Patriot National Bank’s mission to offer a significant community-based alternative to larger banks and to provide personalized service to consumers and local businesses. Nationally chartered in 1994, Patriot National Bank currently has full-service branches serving Southern Connecticut, Westchester County, New York and New York City.

Contact: Christopher D. Maher
President & CEO
Patriot National Bancorp
203 251-8265
cmaher@pnbk.com Robert O’Connell
Sr. EVP & CFO
Patriot National Bancorp
203 252-5926
boconnell@pnbk.com