Serve Robotics (SERV) Form 4 Patricia Acquisition / Mark N. Tompkins 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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X

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^*

Tompkins Mark N.

(Last) (First) (Middle)

APP. 1, VIA GUIDINO 23

(Street)

LUGANO-PARADISO V8 6900

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Patricia Acquisition Corp. [ NONE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2023

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
Common Stock	07/31/2023		C		312,500	A	(1)	5,062,500	D
Common Stock	07/31/2023		J(2)		3,375,000	D	$0(2)	1,687,500	D

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
Warrants (Right to Buy)	$3.2	07/31/2023		A		156,250		(3)	07/31/2026	Common stock	156,250	(3)	156,250	D

Explanation of Responses:

1. Upon closing of the reverse triangular merger of the Issuer's subsidiary (the "Merger") with Serve Robotics Inc. ("Legacy Serve"), $1,000,000 principal amount of Legacy Serve's 10% Senior Subordinated Secured Convertible Notes, purchased by the reporting person under a Securities Purchase Agreement, dated April 21, 2023 (the "Bridge SPA"), with Legacy Serve, converted by their terms into shares of common stock of the Issuer at a conversion price of $3.20 per share.

2. As a condition under the terms of an Agreement and Plan of Merger and Reorganization, dated as of July 31, 2023, and pursuant to the terms of a stock cancellation agreement, the reporting person voluntarily surrendered and cancelled for no consideration 3,375,000 shares of Issuer's common stock prior to the consummation of the Merger. The reporting person resigned as a director of the Issuer upon consummation of the Merger.

3. Immediately exercisable. Received upon closing of the Merger in accordance with the terms of the Bridge SPA. Pursuant to the terms of the Bridge SPA, each holder of a Legacy Serve 10% Senior Subordinated Secured Convertible Note was entitled to receive warrants to purchase 50% of the number of shares of common stock into which the 10% Senior Subordinated Secured Convertible Note converted.

	/s/ Mark N. Tompkins	08/02/2023
	** 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).
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