Ali Haghighat Kashani Form 4 Patricia Acquisition / Ali Haghighat Kashani 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^*

Kashani Ali Haghighat

(Last) (First) (Middle)

C/O SERVE ROBOTICS INC.

730 BROADWAY

(Street)

REDWOOD CITY CA 94063

(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)

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

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		A		2,147,184	A	(1)	2,147,184	D
Common Stock	07/31/2023		C		3,125	A	(2)	2,150,309	D
Common Stock	07/31/2023		A		55,000(3)	A	$4	2,205,309	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
Stock Option (Right to Buy)	$0.9446	07/31/2023		A		45,182		(4)	06/06/2028	Common Stock	45,182	(5)	45,182	D
Stock Option (Right to Buy)	$0.9446	07/31/2023		A		19,373		(6)	06/06/2028	Common Stock	19,373	(7)	19,373	D
Warrants (Right to Buy)	$3.2	07/31/2023		A		1,562		(8)	04/21/2023	Common Stock	1,562	(8)	1,562	D

Explanation of Responses:

1. Received in connection with the Issuer's merger (the "Merger") with Serve Robotics Inc. ("Legacy Serve") in accordance with the terms of the Agreement and Plan of Merger and Reorganization dated as of July 31, 2023 (the "Merger Agreement"), by and among the Issuer (f/k/a Patricia Acquisition Corp.), Serve Acquisition Corp. and Legacy Serve. Pursuant to the terms of the Merger Agreement, each outstanding share of Legacy Serve capital stock was entitled to receive 0.80350 shares of Common Stock. The Merger closed on July 31, 2023 (the "Merger Closing Date").

2. Received in connection with the Merger with Legacy Serve in accordance with the terms of the Securities Purchase Agreement, dated April 21, 2023 (the "SPA"). Pursuant to the terms of the SPA, the outstanding principal amount of each Legacy Serve 10% Senior Subordinated Secured Convertible Notes converted by their terms into shares of Common Stock at a conversion price of $3.20 per share.

3. Represents shares of Common Stock acquired by the Reporting Person immediately following the Merger in a private placement pursuant to a Subscription Agreement dated as of July 31, 2023. The issuance of the shares to the Reporting Person was approved by the Company's board of directors in the manner contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, as amended.

4. The stock option will vest in full on the one-month anniversary of the Merger Closing Date.

5. Received in connection with the Merger in exchange for options to acquire 56,232 shares of Legacy Serve common stock for $0.76 per share.

6. The stock option vested as to 1/48 of the total number of shares on June 1, 2023, and an additional 1/48 of the total number of shares will vest on each monthly anniversary thereafter, until such time as the stock option is 100% vested, subject to the continuing employment of the Reporting Person on each vesting date.

7. Received in connection with the Merger in exchange for options to acquire 24,112 shares of Legacy Serve common stock for $0.76 per share.

8. Immediately exercisable. Received in connection with the Merger with Legacy Serve in accordance with the terms of SPA. Pursuant to the terms of the SPA, the outstanding principal amount of each Legacy Serve 10% Senior Subordinated Secured Convertible Notes converted by their terms into warrants to purchase 50% of shares of Common Stock converted at a conversion price of $3.20 per share.

Remarks:

	/s/ Ali Kashani	08/02/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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