UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

 

 

Patriot National Bancorp, Inc.

(Name of Issuer)

 

Common Stock, $2.00 par value per share

(Title of Class of Securities)

 

70336F104

(CUSIP Number)

 

December 31, 2008

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

 

*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 on 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. 70336F104

Page 2 of 10 Pages

SCHEDULE 13G

 

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

HARVEY SANDLER REVOCABLE TRUST

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   o
(b)   o

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

FLORIDA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

611,576

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

611,576

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

611,576 shares of Common Stock

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

12.9%

12

TYPE OF REPORTING PERSON

OO

 

 

 

 

 


CUSIP No. 70336F104

Page 3 of 10 Pages

SCHEDULE 13G

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

THE HARVEY & PHYLLIS SANDLER FOUNDATION, INC.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)   o
(b)   o

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

FLORIDA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

36,554

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

36,554

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

36,554 shares of Common Stock

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.8%

12

TYPE OF REPORTING PERSON

CO

 

 

 

 


CUSIP No. 70336F104

Page 4 of 10 Pages

SCHEDULE 13G

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

HARVEY SANDLER

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  o
(b)  o

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

UNITED STATES

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

648,130

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

648,130

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

648,130 shares of Common Stock

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

13.7%

12

TYPE OF REPORTING PERSON

IN

 

 

 

 


CUSIP No. 70336F104

Page 5 of 10 Pages

SCHEDULE 13G

 

Item 1.

(a)

Name of Issuer:

 

Patriot National Bancorp, Inc. (the "Issuer")

 

 

(b)

Address of Issuer’s Principal Executive Offices:

 

900 Bedford Street, Stamford, Connecticut 06901

 

 

 

 

 

Item 2.

 

 

 

 

1.

(a)

Name of Person Filing:

 

Harvey Sandler Revocable Trust

 

 

 

 

(b)

Address of Principal Business Office, or, if None, Residence:

 

c/o Sandler Enterprises, Inc., 21170 N.E. 22nd Court,
North Miami Beach, Florida 33180

 

 

 

 

(c)

Citizenship:

 

Harvey Sandler Revocable Trust is a trust organized under the laws of the State of Florida.

 

 

 

 

(d)

Title of Class of Securities:

 

Common Stock, par value $2.00 per share

 

 

 

 

(e)

CUSIP Number:

70336F104

 

 

 

2.

(a)

Name of Person Filing:

 

The Harvey & Phyllis Sandler Foundation, Inc.

 

 

 

 

(b)

Address of Principal Business Office, or if None, Residence:

 

c/o Sandler Enterprises, Inc., 21170 N.E. 22nd Court,
North Miami Beach, Florida 33180

 

 

 

 

(c)

Citizenship:

 

The Harvey & Phyllis Sandler Foundation, Inc. is a corporation organized under the laws of the State of Florida.

 

 

 

 

(d)

Title of Class of Securities:

 

Common Stock, par value $2.00 per share

 

 

 

 

 

 

 


CUSIP No. 70336F104

Page 6 of 10 Pages

SCHEDULE 13G

 

 

 

(e)

CUSIP Number:

70336F104

 

 

 

 

 

 

3.

(a)

Name of Person Filing:

 

Harvey Sandler

 

 

 

 

(b)

Address of Principal Business Office, or if None, Residence:

 

21170 N.E. 22nd Court,
North Miami Beach, Florida 33180

 

 

 

 

(c)

Citizenship:

 

Harvey Sandler is a United States citizen.

 

 

 

 

(d)

Title of Class of Securities:

 

Common Stock, par value $2.00 per share

 

 

 

 

(e)

CUSIP Number:

70336F104

 

 

 

 

 

 

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

 

 

 

Not applicable.

 

 

 

 

Item 4.

Ownership:

 

 

 

1.

Harvey Sandler Revocable Trust

 

 

(a)

Amount beneficially owned: 611,576 shares of Common Stock, $2.00 par value, of Patriot National Bancorp, Inc.

 

(b)

Percent of class: 12.9%

 

(c)

Number of shares as to which the person has:

 

 

 

 

(i)

Sole power to vote or to direct the vote: 611,576 shares

 

(ii)

Shared power to vote or to direct the vote: 0 shares

 

(iii)

Sole power to dispose or to direct the disposition of: 611,576 shares

 

(iv)

Shared power to dispose or to direct the disposition of : 0 shares

 

 

 

 

 

 

 

 

 

 

 


CUSIP No. 70336F104

Page 7 of 10 Pages

SCHEDULE 13G

 

 

 

 

 

 

 

 

 

2.

The Harvey & Phyllis Sandler Foundation, Inc.

 

 

(a)

Amount beneficially owned: 36,554 shares of Common Stock, $2.00 par value, of Patriot National Bancorp, Inc.

 

(b)

Percent of class: 0.8%

 

(c)

Number of shares as to which the person has:

 

 

 

 

(i)

Sole power to vote or to direct the vote: 36,554 shares

 

(ii)

Shared power to vote or to direct the vote: 0 shares

 

(iii)

Sole power to dispose or to direct the disposition of: 36,554 shares

 

(iv)

Shared power to dispose or to direct the disposition of : 0 shares

 

 

3.

Harvey Sandler

 

 

(a)

Amount beneficially owned: 648,130 shares of Common Stock, $2.00 par value, of Patriot National Bancorp, Inc.

 

(b)

Percent of class: 13.7%

 

(c)

Number of shares as to which the person has:

 

 

 

 

(i)

Sole power to vote or to direct the vote: 648,130 shares (1)

 

(ii)

Shared power to vote or to direct the vote: 0 shares

 

(iii)

Sole power to dispose or to direct the disposition of: 648,130 shares (1)

 

(iv)

Shared power to dispose or to direct the disposition of : 0 shares

 

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

 

 

Not applicable.

 

 

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

 

 

Not applicable.

 

 

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

 

 

 

Not applicable.

 

 

 

 

Item 8.

Identification and Classification of Members of the Group:

 

 

 

See Exhibit A for Joint Filing Agreement.

 

 

(1) Harvey Sandler is the sole trustee of the Harvey Sandler Revocable Trust and is the President of The Harvey & Phyllis Sandler Foundation, Inc.  As a result, Mr. Sandler may be deemed to beneficially own the shares held by the Harvey Sandler Revocable Trust and The Harvey & Phyllis Sandler Foundation and each of the reporting persons may be deemed to be a member of a group within the meaning of Rule 13d-5(b)(1).  The reporting persons do not admit to being members of a group and Mr. Sandler disclaims beneficial ownership of the securities held by the Harvey Sandler Revocable Trust and The Harvey & Phyllis Sandler Foundation, Inc.

 

 

 

 


CUSIP No. 70336F104

Page 8 of 10 Pages

SCHEDULE 13G

 

 

 

Item 9.

Notice of Dissolution of Group:

 

 

 

Not applicable.

 

 

 

 

Item 10.

Certifications:

 

 

By signing below the undersigned certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

 

 

 

 

 

 

 

 

 

 


CUSIP No. 70336F104

Page 9 of 10 Pages

SCHEDULE 13G

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

Date: February 13, 2009

 

HARVEY SANDLER REVOCABLE TRUST

 

 

By: 



/s/ Harvey Sandler

 

 

 

Name: Harvey Sandler
Title:   Sole Trustee

 

Date: February 13, 2009

 

By: 



/s/ Harvey Sandler

 

 

 

HARVEY SANDLER

 

 

Date: February 13, 2009

 

THE HARVEY & PHYLLIS SANDLER FOUNDATION, INC.

 

 

By: 



/s/ Harvey Sandler

 

 

 

Name: Harvey Sandler
Title:   President

 

 

 

 


CUSIP No. 70336F104

Page 10 of 10 Pages

SCHEDULE 13D

 

Exhibit A

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of PATRIOT NATIONAL BANCORP, INC. and that this Agreement be included as an Exhibit to such statement.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of the dates set forth next to the undersigned's name.

 

 

Date: February 13, 2009

 

HARVEY SANDLER REVOCABLE TRUST

 

 

By: 



/s/ Harvey Sandler

 

 

 

Name: Harvey Sandler
Title:   Sole Trustee

 

Date: February 13, 2009

 

By: 



/s/ Harvey Sandler

 

 

 

HARVEY SANDLER

 

 

Date: February 13, 2009

 

THE HARVEY & PHYLLIS SANDLER FOUNDATION, INC.

 

 

By: 



/s/ Harvey Sandler

 

 

 

Name: Harvey Sandler
Title:   President