FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Patriot National, Inc. [ PN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/23/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
Obligation to Sell(1)(2) | (1)(2) | 12/23/2015 | A(1)(3)(4)(5) | 1,250,000(1)(3)(4)(5) | (2) | (2) | Common Stock | 1,250,000(1)(4) | (1)(3)(4)(5) | 0 | D | ||||
Obligation to Sell(5)(6) | (5)(6) | 12/23/2015 | D(1)(3)(4)(5) | 3,250,000(3)(5) | (6) | (6) | Common Stock | 3,250,000(3)(5) | (1)(3)(4)(5) | 3,250,000(3)(5) | D |
Explanation of Responses: |
1. 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. |
2. 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. |
3. 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"). |
4. 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. |
5. 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. |
6. 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. |
Remarks: |
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 | 12/28/2015 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |