0001209191-15-086122.txt : 20151218 0001209191-15-086122.hdr.sgml : 20151218 20151218164322 ACCESSION NUMBER: 0001209191-15-086122 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151216 FILED AS OF DATE: 20151218 DATE AS OF CHANGE: 20151218 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Patriot National, Inc. CENTRAL INDEX KEY: 0001619917 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 464151376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 401 E. LAS OLAS BLVD. STREET 2: SUITE 1650 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: (954) 670-2900 MAIL ADDRESS: STREET 1: 401 E. LAS OLAS BLVD. STREET 2: SUITE 1650 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mariano Steven M. CENTRAL INDEX KEY: 0001480753 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36804 FILM NUMBER: 151297285 MAIL ADDRESS: STREET 1: PATRIOT NATIONAL, INC. STREET 2: 401 EAST LAS OLAS BOULEVARD, SUITE 1650 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-12-16 0 0001619917 Patriot National, Inc. PN 0001480753 Mariano Steven M. C/O PATRIOT NATIONAL, INC. 401 E. LAS OLAS BLVD., SUITE 1650 FORT LAUDERDALE FL 33301 1 1 1 0 See Remarks Common Stock 2015-12-16 4 S 0 2500000 D 12066175 D Common Stock 1307398 I By Steven M. Mariano Trust Common Stock 1014607 I By Corporation Obligation to Sell 2015-12-16 4 D 0 1250000 D Common Stock 1250000 1250000 D Pursuant to the terms of a Securities Purchase Agreement dated as of December 13, 2015 (the "Purchase Agreement"), by and among the Issuer, the Reporting Person and the purchasers named therein (the "Purchasers"), the Reporting Person sold to the Purchasers an aggregate of 2,500,000 shares of issuer common stock ("Common Stock") for an aggregate purchase price of $30 million. Additionally, pursuant to the Purchase Agreement, the Issuer issued and sold to the Purchasers (i) 666,666 shares of Common Stock and prepaid Series B warrants for 1,000,000 shares of Common Stock (the "Series B Warrants"), and (ii) Series A warrants to purchase up to an aggregate of 2,083,333 shares of Common Stock (the "Series A Warrants", and together with the Series B Warrants, the "Warrants"), for an aggregate purchase price of approximately $20 million. The transaction described herein (the "Transaction") closed on December 16, 2015. On December 13, 2015, the Issuer and the Reporting Person entered into an agreement (the "Stock Back-to-Back Agreement") pursuant to which the Issuer will repurchase a number of shares of Common Stock owned by the Reporting Person equal to 60% of the shares of Common Stock to be issued by the Issuer to the Purchasers in connection with the exercise by Purchasers of the Warrants. This obligation to sell under the Stock Back-to-Back Agreement relates to the Series A Warrants. The Series A Warrants are exercisable at the lower of $15 per share or a variable exercise price described therein. The Series A Warrants are exercisable beginning on July 1, 2016 and expire on June 30, 2018. President and Chief Executive Officer The Reporting Person disclaims beneficial ownership of the securities reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein. The filing of this Form 4 shall not be deemed to be an admission that the Reporting Person is the beneficial owner of any of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise. /s/ Christopher A. Pesch, by power of attorney 2015-12-18