De Caro Schedule 13D/A
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 5)*
Patriot
National Bancorp,
Inc.
(Name
of
Issuer)
Common
Stock, par value
$2.00
(Title
of
Class of Securities)
70336F
10
4
(CUSIP
Number)
William
W. Bouton III
Tyler
Cooper & Alcorn, LLP
185
Asylum Street
CityPlace
I, 35th Floor
Hartford,
CT 06103-3488
(860)
725-6200
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
September
21,
2005
(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 §§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 §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
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. 70336F 10 4 Page
2 of 5 pages
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
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Angelo De Caro
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2.
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Check the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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*
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(b)
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T
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items
2(d) or 2(e)
*
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6.
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Citizenship or Place of Organization
United States of America
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole Voting Power
722,285
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
722,285
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10.
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Shared Dispositive Power
0
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CUSIP
No. 70336F 10 4 Page 3
of 5 pages
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
722,285
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See
Instructions)
*
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13.
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Percent of Class Represented by Amount in Row (11)
22.4
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14.
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Type of Reporting Person (See Instructions)
IN
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This
Amendment No. 5 amends the Statement on Schedule 13D (the “Statement”) filed by
Mr. De Caro with the United States Securities and Exchange Commission
(the
“Commission”) on February 18, 2000, as amended by Amendment No. 1 to Schedule
13D filed by Mr. De Caro with the Commission on May 9, 2000, as amended
by
Amendment No. 2 to Schedule 13D filed by Mr. De Caro with the Commission
on
July 31, 2000, as amended by Amendment No. 3 to Schedule 13D filed by
Mr. De Caro with the Commission on June 5, 2002, and as amended by
Amendment No. 4 to Schedule 13D filed by Mr. De Caro with the Commission
on
November 26, 2002. Except as set forth below, there are no changes to
the
information set forth in the Statement. Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to them in the
Statement.
Item
3. Source
and Amount of Funds or Other Consideration.
Item
3 is
amended by inserting the following text immediately after the first
paragraph.
On
September 21, 2005, Mr. De Caro purchased 59,285 shares of Bancorp Common Stock
pursuant to the exercise of subscription rights previously issued by Bancorp
to
its shareholders in connection with the closing of its common stock rights
offering. Mr. De Caro used personal funds aggregating $1,007,845 to purchase
such shares.
CUSIP
No.
70336F 10 4 Page 4
of 5 pages
Item
5. Interest
in Securities of the Issuer.
The
information set forth and/or incorporated by reference in Items 2, 3 and 4
is
hereby incorporated by reference. Item 5 is amended by inserting the following
text:
(a) Mr.
De
Caro beneficially owns an aggregate of 722,285 shares of Bancorp Common Stock
(representing 22.4% of such stock outstanding).
(b) Mr.
De
Caro has sole voting and sole dispositive power with respect to all 722,285
shares.
(c) The
following table summarizes Mr. De Caro's transaction in Bancorp Common Stock
within 60 days prior to the date of this Amendment No. 5. The transaction
reported below represents the purchase by Mr. De Caro of shares of Bancorp
Common Stock pursuant to the exercise of subscription rights issued by Bancorp
to its shareholders in its rights offering:
Date
|
Number
of Shares
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Price
per Share
|
September
21, 2005
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59,285
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$17.00
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(d) Not
applicable.
(e) Not
applicable.
Item
7. Material
to Be Filed as Exhibits.
None.
CUSIP
No.
70336F 10 4 Page 5
of 5 pages
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.
Dated: October
10, 2005
/s/
Angelo
De Caro
Angelo
De
Caro