SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HOWELL CHARLES F

(Last)

(First)

(Middle)

C/O PATRIOT NATIONAL BANK

900 BEDFORD STREET

(Street)

STAMFORD

06901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PATRIOT NATIONAL BANCORP INC [ PNBK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								25,000	D
Common Stock	09/21/2005		P		12,420	A	$17	37,420	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Rights	$0							⁽¹⁾	12/31/2004	Common Stock	6,779		0	D
Restricted Share Rights	$0							⁽¹⁾	12/31/2005	Common Stock	5,792		1,450	D
Restricted Share Rights	$0							⁽¹⁾	12/31/2006	Common Stock	5,182		2,680	D
Restricted Share Rights	$0							⁽¹⁾	12/31/2007	Common Stock	4,537		3,403	D
Stock Appreciation Rights	$7.08							12/31/2004	12/31/2010	Common Stock	10,000		10,000	D
Stock Appreciation Rights	$8.28							12/31/2002	12/31/2011	Common Stock	10,000		7,500	D
Stock Appreciation Rights	$9.84							12/31/2003	12/31/2012	Common Stock	10,000		5,000	D
Stock Appreciation Rights	$11.9							12/31/2004	12/31/2013	Common Stock	10,000		2,500	D

Explanation of Responses:

1. No Restricted Shares were available for grant under restricted stock program at 12/31/00 - 03. Of the 6,779 restricted share rights granted 12/31/00,1,694 vested and were exchanged for cash on each of 12/31/01, 12/31/02 and 12/31/03 1,695 vested and were paid in cash 12/31/04. Of the 5,797 restricted share rights granted 12/31/01, 1,449 vested and were exchanged for cash on each of 12/31/02, 12/31/03 and12/31/04, and 1,450 will vest on 12/31/05. Of the 5,182 restricted shares rights granted 12/31/02, 1,251 vested and were exchanged for cash on each of 12/31/03 and 12/31/04 and 1,385 will vest on 12/31/05 and 1,295 will vest 12/31/06. Of the 4,537 restricted share rights granted on 12/31/03 1,134 vested and were exchanged for cash on 12/31/04 and 1,154 will vest on each of 12/31/05, 12/31/06 and 12/31/07.

	Charles F. Howell by William W. Bouton III, POA	09/21/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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