0001209191-15-087129.txt : 20151228 0001209191-15-087129.hdr.sgml : 20151225 20151228161146 ACCESSION NUMBER: 0001209191-15-087129 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20151223 FILED AS OF DATE: 20151228 DATE AS OF CHANGE: 20151228 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: 151309499 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 2015-12-23 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 Obligation to Sell 2015-12-23 4 A 0 1250000 A Common Stock 1250000 0 D Obligation to Sell 2015-12-23 4 D 0 3250000 D Common Stock 3250000 3250000 D 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 would 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 Old Warrants. This obligation to sell under the Stock Back-to-Back Agreement related to the Old Series A Warrants. The Old Series A Warrants were exercisable at the lower of $15 per share or a variable exercise price described therein. The Old Series A Warrants were exercisable beginning on July 1, 2016 and were to expire on June 30, 2018. On December 23, 2015, the Issuer and Reporting Person entered into Rescission and Exchange Agreements with the Purchasers (the "Rescission and Exchange Agreements"), pursuant to which, among other things, the Issuer and each Purchaser agreed to exchange the Old Series A Warrants for new Series A Warrants exercisable for an aggregate of 3,250,000 shares of Common Stock (the "New Series A Warrants") and Old Series B Warrants for new Series B Warrants exercisable for an aggregate of 1,000,000 shares of Common Stock, subject to adjustments pursuant to the terms therein (the "New Series B Warrants", and together with the New Series A Warrants, the "New Warrants"). On December 13, 2015, the Issuer, Reporting Person and certain purchasers identified therein (the "Purchasers") entered into a Securities Purchase Agreement (the "Purchase Agreement"), pursuant to which 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, subject to adjustments pursuant to the terms therein (the "Old Series B Warrants"), and (ii) Series A warrants to purchase up to an aggregate of 2,083,333 shares of Common Stock (the " Old Series A Warrants", and together with the Old Series B Warrants, the "Old Warrants"), for an aggregate purchase price of approximately $20 million. The transaction described herein (the "Transaction") closed on December 16, 2015. Additionally, on December 23, 2015, the Issuer and Reporting Persons entered into an Amended and Restated Stock Back-to-Back Agreement (the "Amended Back-to-Back Agreement"), pursuant to which the Issuer would repurchase a number of shares of Common Stock owned by the Reporting Person equal to 100% of the shares of Common Stock to be issued by the Issuer to the Purchasers in connection with the exercise by Purchasers of the New Warrants. The transactions described in this footnote closed on December 23, 2015. This obligation to sell under the Amended Back-to-Back Agreement relates to the New Series A Warrants. The New Series A Warrants are exercisable at the lower of $10 per share or a variable exercise price described therein. The New Series A Warrants are exercisable beginning on July 1, 2016 and expire on December 31, 2020. 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 2015-12-28