Filing Details
- Accession Number:
- 0001437749-25-022375
- Form Type:
- 13D Filing
- Publication Date:
- 2025-07-07 20:00:00
- Filed By:
- Sugarman Steven
- Company:
- Patriot National Bancorp Inc (NASDAQ:PNBK)
- Filing Date:
- 2025-07-08
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Sugarman Steven | 0 | 7,019,978 | 0 | 7,019,978 | 7,019,978 | 8.3% |
| Steven and Ainslie Sugarman Living Trust | 0 | 7,019,978 | 0 | 7,019,978 | 7,019,978 | 8.3% |
| Ainslie Sugarman | 0 | 7,019,978 | 0 | 7,019,978 | 7,019,978 | 8.3% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
PATRIOT NATIONAL BANCORP INC (Name of Issuer) |
(Voting) Common Stock, Par Value $0.01 Per Share (Title of Class of Securities) |
70336F203 (CUSIP Number) |
Steven Sugarman 900 Bedford Street, Stamford, CT, 06901 (203) 252-5900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/03/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 70336F203 |
| 1 |
Name of reporting person
Sugarman Steven | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,019,978.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
 | ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 70336F203 |
| 1 |
Name of reporting person
Steven and Ainslie Sugarman Living Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CALIFORNIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,019,978.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 70336F203 |
| 1 |
Name of reporting person
Ainslie Sugarman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,019,978.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
(Voting) Common Stock, Par Value $0.01 Per Share | |
| (b) | Name of Issuer:
PATRIOT NATIONAL BANCORP INC | |
| (c) | Address of Issuer's Principal Executive Offices:
900 BEDFORD ST, STAMFORD,
CONNECTICUT
, 06901. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D (the "Amendment") is being filed to update and supplement information set forth in Schedule 13D filed with the Securities and Exchange Commission on April 2, 2025 ("Schedule 13D") by Steven and Ainslie Sugarman Living Trust, a revocable living trust for the benefit of Steven Sugarman and Ainslie Sugarman (the "Trust"), as well as Steven Sugarman, President and Chief Executive Officer and director of the Issuer, and his spouse, Ainslie Sugarman, as trustees of the Trust (collectively, the "Reporting Persons" and each a "Reporting Person"). Except as updated and supplemented herein, such information remains in full force and effect. All capitalized terms contained herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
On July 3, 2025, 25,000 shares of Series A Preferred Stock previously issued to the Trust automatically converted into 2,000,000 shares of non-voting common stock, par value $0.01 per share ("Non-Voting Common Stock"), of the Issuer, pursuant to the terms of the Amended and Restated Certificate of Incorporation of the Issuer. Each share of Non-Voting Common Stock is convertible into one share of voting common stock of the Issuer, par value $.01 per share ("Voting Common Stock"), subject to the terms of the Amended and Restated Certificate of Incorporation of the Issuer, including the limitation that no holder of Non-Voting Common Stock has the right to become the beneficial owner (as determined under Rule 13d-3 under the Exchange Act) of more than 9.99% of the issued and outstanding voting securities of the Issuer. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons are filing this Amendment to report the transaction set forth in Item 3 above. No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of the form of Schedule 13D, except as set forth herein, or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 7,019,978 | |
| (b) | 8.3% (1)
_______________
(1) The percentage is based upon 84,783,830 shares of Voting Common Stock outstanding as of the close of business on July 3, 2025. | |
| (c) | Not applicable. | |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock reported herein. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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