Patriot National Form 4 Patriot National / Steven M. Mariano ownership change

SEC Form 4

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^*

Mariano Steven M.

(Last) (First) (Middle)

C/O PATRIOT NATIONAL, INC.

401 E. LAS OLAS BLVD., SUITE 1650

(Street)

FORT LAUDERDALE FL 33301

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Patriot National, Inc. [ PN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
04/05/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
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)(3)(4)(5)(6)	$0.01(5)	04/05/2016		D(1)(2)(3)(4)(5)			4,889,165	(5)	12/31/2020	Common Stock	4,889,165	(1)(2)(3)(4)(6)	4,889,165	D

Explanation of Responses:

1. On December 13, 2015, the Issuer, the 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, (ii) prepaid Series B Warrants for shares of Common Stock, subject to adjustment pursuant to the terms therein (the "Old Series B Warrants"), and (iii) 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.

2. (continued from footnote 1) In connection with the Purchase Agreement, on December 13, 2015, the Issuer and the Reporting Person entered into an agreement (the "Stock Back-to-Back Agreement") pursuant to which, upon the exercise of the Old Warrants by the Purchasers, the Issuer would repurchase a number of shares of Common Stock owned by the Reporting Person equal to 60% of the shares to be issued in connection with the exercise by the Purchasers of the Old Warrants. The transactions (the "Transaction") described in footnotes 1 and 2 were consummated on December 16, 2015. The Reporting Person reported transactions related to the Transaction on a Form 4 filed by the Reporting Person on December 18, 2015.

3. (continued from footnote 2) On December 23, 2015, the Issuer and the 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 rescinded the sale and purchase of the 666,666 shares of Common Stock and exchanged 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 prepaid Series B Warrants, subject to adjustments pursuant to the terms therein (the "New Series B Warrants", and together with the New Series A Warrants, the "New Warrants"). Additionally, in connection with the Rescission and Exchange Agreements,

4. (continued from footnote 3) on December 23, 2015, the Issuer and the Reporting Person entered into an Amended and Restated Stock Back-to-Back Agreement (the "Amended 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 100% of the shares of Common Stock to be issued by the Issuer to the Purchasers in connection with the exercise by the Purchasers of the New Warrants. The Reporting Person's obligation to sell shares to the Issuer relating to the exchange of the Old Series A Warrants for the New Series A Warrants were reported on a Form 4 filed by the Reporting Person on December 28, 2015. The Reporting Person's obligation to sell shares under the Amended Back-to-Back Agreement relating to New Series B Warrants has not previously been reported because the number of shares underlying the New Series B Warrants was not finalized until April 5, 2016.

5. This obligation to sell under the Amended Back-to-Back Agreement reported herein on Table II relates to the New Series B Warrants. The number of shares of Common Stock subject to the New Series B Warrants was subject to adjustments pursuant to the terms thereof. On April 5, 2016, the number of shares of Common Stock underlying the New Series B Warrants was finalized. The New Series B Warrants are currently exercisable. The New Series B Warrants were prepaid by the Purchasers in connection with the closing of the Transaction and pursuant to the Rescission and Exchange Agreements. The New Series B Warrants have a nominal exercise price of $0.01 per share.

6. Based upon the final calculation of the number of shares of Common Stock underlying the New Series B Warrants, as consideration for the $30 million purchase price paid by the Purchasers pursuant to the Purchase Agreement and Rescission and Exchange Agreements, the Reporting Person may be deemed to have sold (a) an aggregate of 7,389,165 shares of Common Stock (consisting of 2,500,000 shares sold to the Purchasers and an obligation to sell 4,889,165 shares under the Amended Back-to-Back Agreement relating to the New Series B Warrants) at a maximum sales price of $4.06 per share, and (b) the obligation to sell 3,250,000 shares of Common Stock under the Amended Back-to-Back Agreement relating to the New Series A Warrants.

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.

	By: /s/ Christopher A. Pesch, by power of attorney	04/29/2016
	** 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).
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