Steven Sugarman Trust Gains 2,000,000 Non‑Voting PNBK Shares After Conversion
Rhea-AI Filing Summary
Steven Sugarman, a director and president of Patriot National Bancorp, Inc. (PNBK), reported ownership changes tied to the company’s March 20, 2025 private placement and a July 3, 2025 automatic conversion. The Steven and Ainslie Sugarman Living Trust bought 19,167 shares of Series A Preferred Stock in the private placement (convertible into 1,533,333 Voting Common Stock subject to a 9.99% ownership cap). The Trust also received 5,833 Series A Preferred shares as reimbursement of legal fees (convertible into 466,667 Voting Common Stock). On July 3, 2025, all Series A Preferred shares automatically converted into Non-Voting Common Stock: 1,533,333 shares from the first tranche and 466,667 from the reimbursement, yielding 2,000,000 Non-Voting Common shares held indirectly by the Trust. Each Non-Voting share is convertible into one Voting Common share but remains subject to the 9.99% beneficial ownership limitation.
Positive
- Substantial equity position established: The Trust now holds 2,000,000 Non-Voting Common shares after conversion, reflecting significant economic exposure to PNBK.
- Private placement completed: The Trust participated in the March 20, 2025 private placement, evidencing insider support for the financing.
Negative
- Limited voting influence: Converted shares are Non-Voting Common Stock and conversions to Voting Common Stock are subject to a 9.99% beneficial ownership cap that restricts control.
- Indirect ownership structure: Shares are held by a revocable living trust, which may complicate transparency around direct decision-making authority.
Insights
TL;DR: Insider holdings rose to 2.0M non-voting shares after automatic conversion, increasing potential economic stake while a 9.99% voting cap limits control.
The filing documents a private placement on March 20, 2025, where the Trust acquired Series A Preferred shares convertible into Voting Common Stock, and a July 3, 2025 automatic conversion of those preferred shares into Non-Voting Common Stock totaling 2,000,000 shares. The analysis must note the 9.99% beneficial ownership ceiling that constrains any one holder's voting power. For investors, the transaction increases the Reporting Person’s economic exposure to PNBK equity via non-voting shares while preserving a regulatory/charter limit on potential voting control.
TL;DR: The conversion raises governance questions about concentration of economic ownership versus restricted voting influence under the 9.99% cap.
The report shows the Trust holds the converted Non-Voting Common Stock indirectly, with trustees being the Reporting Person and spouse. The structure—preferred issued in a private placement then converting to non-voting stock convertible to voting shares subject to a 9.99% limit—reduces direct voting power accumulation while consolidating economic interest. Filers and investors should note the distinction between economic ownership and voting rights embedded in the charter provisions cited in the filing.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series A Preferred Stock | 19,167 | $0.00 | $0.00 |
| Conversion | Series A Preferred Stock | 5,833 | $0.00 | $0.00 |
| Exercise | Non-Voting Common Stock | 1,533,333 | $0.00 | $0.00 |
| Exercise | Non-Voting Common Stock | 466,667 | $0.00 | $0.00 |
Footnotes (4)
- F1. On March 20, 2025, Patriot National Bancorp, Inc. (the Issuer) completed its private placement of: (i) shares of Common Stock, par value $0.01 per share of the Issuer (the Voting Common Stock) at a purchase price of $0.75 per share, and (ii) shares of a new series of the Issuer's preferred stock, no par value per share (the Series A Preferred Stock), with a liquidation preference of $60 per share (the Private Placement). Steven and Ainslie Sugarman Living Trust (the Trust) purchased, as part of the Private Placement, 19,167 shares of Series A Preferred Stock, convertible into 1,533,333 shares of Voting Common Stock, subject to the limitation that no investor in the Private Placement has the right to become the beneficial owner (as determined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act)) of more than 9.99% of the issued and outstanding voting securities of the Issuer.
- F2. On July 3, 2025, all issued and outstanding shares of Series A Preferred Stock automatically converted into 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. Series A Preferred Stock had no expiration date. Each share of Non-Voting Common Stock is convertible into one share of 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. Voting Common Stock has no expiration date.
- F3. The Trust is a revocable living trust for the benefit of the Reporting Person and his spouse. The Reporting Person and his spouse are the trustees of the Trust.
- F4. The Trust was also issued 5,833 shares of Series A Preferred Stock, convertible into 466,667 shares of Common Stock, as a reimbursement of the Reporting Person's legal fees and expenses relating to the Private Placement, subject to the limitation that the Reporting Person does not have the right to become, directly or indirectly, the beneficial owner of more than 9.99% of the issued and outstanding voting securities of the Issuer.
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