Sec Form 4 Filing - SHANFELTER AUSTIN J @ Patriot National, Inc. - 2015-11-20

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

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, 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 SHANFELTER AUSTIN J 2. Issuer Name and Ticker or Trading Symbol Patriot National, Inc. [ PN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PATRIOT NATIONAL, INC., 401 E. LAS OLAS BLVD., SUITE 1650 3. Date of Earliest Transaction (MM/DD/YY) 11/20/2015 (Street) FORT LAUDERDALE, FL33301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 11/20/2015 M( 1 )( 2 ) 618,478 A 885,478 I By LLC Common Stock 11/20/2015 D( 1 )( 2 ) 309,239 D 576,239 I By LLC Common Stock 02/24/2016 A( 3 ) 11,456 A $ 0 27,999 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Deferred Consideration ( 2 ) 11/20/2015 M( 1 )( 2 ) 618,478 ( 2 ) ( 2 ) Common Stock 618,478 ( 1 ) ( 2 ) 0 I By LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SHANFELTER AUSTIN J C/O PATRIOT NATIONAL, INC. 401 E. LAS OLAS BLVD., SUITE 1650 FORT LAUDERDALE, FL33301 X Signatures By: /s/ Christopher A. Pesch, by power of attorney 02/26/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to a purchase agreement dated July 20, 2015, by and among Patriot National, Inc. (the "Issuer") and the other parties thereto, as amended (the "Purchase Agreement"), the Issuer purchased all of the membership interests of Global HR Research, LLC ("Global"). The purchase closed on August 21, 2015. In connection with the purchase, a limited liability company controlled by the Reporting Person (the "LLC") received in exchange for its membership interests in Global: (a) cash, (b) 267,000 shares of Issuer common stock, and (c) the Deferred Consideration (as defined below). The shares issued were based on the closing price of the Issuer's shares on July 20, 2015, which was $16.94 per share. ( 2 )The "Deferred Consideration" described above payable to the LLC consisted of, to be determined in the Issuer's sole discretion, 618,478 shares of Issuer common stock or $10,477,017 in cash. The Deferred Compensation became payable on November 20, 2015. The Issuer paid the Reporting Person 309,239 shares of Common Stock and $5,238,508.50. ( 3 )Award of restricted stock that vests in full on August 24, 2016.

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