- Initial Statement of Beneficial Ownership (3)
03 Febrero 2010 - 11:57AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Expires:
February 28, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Mariano Steven M.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
2/3/2010
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3. Issuer Name
and
Ticker or Trading Symbol
PATRIOT RISK MANAGEMENT, INC. [PMG]
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(Last)
(First)
(Middle)
PATRIOT RISK MANAGEMENT, INC., 401 EAST LAS OLAS BOULEVARD, SUITE 1540
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__
X
__ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
President and CEO /
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(Street)
FORT LAUDERDALE, FL 33301
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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119179
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D
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Common Stock
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185750
(1)
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I
(1)
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Held in the name of the Steven M. Mariano Revocable Trust.
(1)
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Series B Common Stock
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1486000
(1)
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I
(1)
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Held in the name of the Steven M. Mariano Revocable Trust.
(1)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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2/11/2007
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2/10/2015
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Common Stock
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46438
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$2.69
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D
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Stock Option (Right to Buy)
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2/23/2008
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2/22/2016
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Common Stock
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18575
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$4.32
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D
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Stock Option (Right to Buy)
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5/20/2009
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5/19/2017
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Common Stock
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37150
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$4.32
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D
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Series A Converitble Preferred Stock
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(2)
(4)
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(4)
(5)
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Common Stock
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(2)
(3)
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(2)
(3)
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D
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Explanation of Responses:
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(
1)
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The Steven M. Mariano Revocable Trust is an entity controlled by Mr. Mariano. Mr. Mariano has sole dispositive and voting control over these shares.
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(
2)
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Mr. Mariano holds 500 shares of Series A Convertible Preferred Stock. Upon consummation of a qualified offering by Patriot Risk Management, Inc. (the "Issuer"), each outstanding share of Series A Converitble Preferred Stock will automatically convert into that number of shares of Issuer common stock determined by dividing (1) the sum of (A) $1,000 times 1.5 plus (B) any accrued but unpaid dividends on the date of conversion by (2) the price per share of Issuer common stock sold in such offering. No dividends have been paid to holders of Series A Convertible Preferred Stock. Assuming an initial public offering price of $11.00, upon the consummation of the Issuer's initial public offering, holders of Series A Convertible Preferred Stock will receive 143.996 shares of Issuer common stock for each share of Series A Convertible Preferred Stock.
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(
3)
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Holders of shares of Series A Convertible Preferred Stock are entitled to cumulative cash dividends at a rate of 4.5% above the prime rate as reported in the Wall Street Journal per share per annum, calculated based on the stated value of each share, which is $1,000.
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(
4)
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The Series A Convertible Preferred Stock is not convertible until consummation of a qualified offering by the Issuer, at which time the Series A Converitble Preferred Stock will automatically convert into shares of Issuer common stock.
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(
5)
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The Series A Convertible Preferred Stock has no expiration date.
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Remarks:
Exhibit 24. Power of Attorney.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Mariano Steven M.
PATRIOT RISK MANAGEMENT, INC.
401 EAST LAS OLAS BOULEVARD, SUITE 1540
FORT LAUDERDALE, FL 33301
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X
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President and CEO
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Signatures
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/s/ Steven M. Mariano, by Theodore G. Bryant as Attorney-in-Fact
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2/2/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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