UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
SeaBright Holdings, Inc.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
811656107
(CUSIP Number)
Steven M. Mariano
401 East Las Olas Boulevard, Suite 1650
Fort Lauderdale, Florida 33301-4252
(954) 670-2900
With a copy to:
Christopher A. Pesch, Esq.
Polsinelli Shughart PC
161 North Clark Street, Suite 4200
Chicago, Illinois 60601-3316
(312) 819-1900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 18, 2012
(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 811656107
1 Names of Reporting Persons. Steven M. Mariano
2 Check the Appropriate Box if a Member of a Group (See Instructions).
(a) [ ]
(b) [X]
3 SEC Use Only.
4 Source of funds PF
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)? [ ]
6 Citizenship of Place of Organization. United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power 399,625
8 Shared Voting Power 694,720 (1)
9 Sole Dispositive Power 399,625
10 Shared Dispositive Power 694,720 (1)
11 Aggregate Amount Beneficially Owned by Each
Reporting Person. 1,094,345 (1)
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11). 4.90% (1) (2)
14 Type of Reporting Person (See Instructions). IN
(1) Patriot National Insurance Group, Inc. (Patriot) holds 694,720 shares of
the Shares reported on this Schedule 13D. As a majority owner, Chairman,
President and Chief Executive Officer, of Patriot, Mr. Mariano may be deemed
to control Patriot. Thus, both Patriot and Mr. Mariano may be considered to
have beneficial ownership of the Shares held by Patriot.
(2) Based on 22,332,549 shares of Common Stock of the Issuer outstanding at
November 3, 2011, as reported in the quarterly report of the Issuer on Form
10-Q for the quarter ended September 30, 2011, filed with the Securities and
Exchange Commission (the Commission) on November 4, 2011.
CUSIP No. 811656107
1 Names of Reporting Persons. Patriot National Insurance Group, Inc.
2 Check the Appropriate Box if a Member of a Group (See Instructions).
(a) [ ]
(b) [X]
3 SEC Use Only.
4 Source of funds WC
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6 Citizenship of Place of Organization. Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power 0
8 Shared Voting Power 694,720 (1)
9 Sole Dispositive Power 0
10 Shared Dispositive Power 694,720 (1)
11 Aggregate Amount Beneficially Owned by Each
Reporting Person. 1,094,345 (1)
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13 Percent of Class Represented by Amount in Row (11). 4.90% (1) (2)
14 Type of Reporting Person (See Instructions). IC, HC, CO
(1) Patriot holds 694,720 shares of the Shares reported on this Schedule 13D.
As majority owner, Chairman, President and Chief Executive Officer of Patriot,
Mr. Mariano may be deemed to control Patriot. Thus, both Patriot and Mr.
Mariano may be considered to have beneficial ownership of the Shares held by
Patriot.
(2) Based on 22,332,549 shares of Common Stock of the Issuer outstanding at
November 3, 2011, as reported in the quarterly report of the Issuer on Form
10-Q for the quarter ended September 30, 2011, filed with the Commission on
November 4, 2011.
Item 1. Security and Issuer
This first amendment to the Schedule 13D filed on January 6, 2012, relates to
the beneficial ownership of the Common Stock, $0.01 Par Value, (the Shares) of
SeaBright Holdings, Inc. (the Company), a Delaware corporation whose principal
executive offices are located at 1501 4th Avenue, Suite 2600, Seattle,
Washington 98101-1664.
Item 2. Identity and Background
(a) through (c) This amendment is filed jointly by the following reporting
persons (together, the Reporting Persons) as permitted by Rule 13d-1(k)
promulgated by the Commission under Section 13 of the Securities Exchange Act
of 1934. The Reporting Persons are:
Steven M. Mariano (Mariano)
Patriot National Insurance Group, Inc. (Patriot)
Item 3. Source and Amount of Funds or Other Consideration
Since date of filing of the original statement, the Reporting Persons have
disposed of 54,000 Shares in open market transactions. The information from
Item 5(c) of this amended statement is incorporated in this Item 3 by
reference.
Item 4. Purpose of Transaction
Each of the Reporting Persons made the sales noted in this statement in
accordance with their respective investment purposes, as previously disclosed
in the Schedule 13D filed on January 6, 2012.
Item 5. Interest in Securities of Issuer
(a) & (b). The information from lines 7-11 of the cover pages, inclusive, and
lines 13 of the cover pages of this Schedule 13D Amendment No. 1
corresponding to each of the Reporting Persons is incorporated in this Item 5
by reference.
(c) Patriot effected open market transactions of the following amounts of
Shares through its broker-dealer since its most recent filing of Schedule 13D:
Date Action Amount Price Per Share*
1/13/2012 Sell 10,000 $7.40
Mariano effected open market transactions of the following amount of Shares
through his broker-dealer since his most recent filing of Schedule 13D:
Date Action Amount Price Per Share
1/17/2012 Sell 10,000 $7.52
1/18/2012 Sell 20,000 $7.55
1/19/2012 Sell 14,000 $7.66
(e) The Reporting Persons ceased to be the beneficial owners of more than
five percent of the Shares on January 18, 2012.
Item 7. Material to Be Filed as Exhibits
Exhibit 99.1 Exhibit 99.1 to the Schedule 13D filed on January 5, 2012 is
incorporated by reference herein as Exhibit 99.1.
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.
Date: January 20, 2012 STEVEN M. MARIANO
/s/ Steven M. Mariano
Date: January 20, 2012 PATRIOT NATIONAL INSURANCE GROUP, INC.
By: /s/ Steven M. Mariano
Steven M. Mariano, President