Berkshire Hills Bancorp (BHLB) Form 4 BERKSHIRE HILLS BANCORP / Sean Gray ownership change

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^*

Gray Sean

(Last) (First) (Middle)

60 STATE STREET

(Street)

BOSTON MA 01209

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BERKSHIRE HILLS BANCORP INC [ BHLB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SEVP

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2024

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/30/2024		F		3,057	D	$25.05	80,947(6)	D
Common Stock	01/30/2024		A		7,927	A	$0	7,927	I	By Stock Award XIX(4)
Common Stock								4,392(6)	I	By Stock Award XVIII(3)
Common Stock								2,665(6)	I	By Stock Award XVII(2)
Common Stock								0(6)	I	By Stock Award XVI(1)
Common Stock								2,639(5)	I	By 401(k)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Stock Awards granted pursuant to the Berkshire Hills Bancorp, Inc. 2018 Equity Compensation Plan vest in three equal annual installments beginning on January 30, 2022.

2. Stock Awards granted pursuant to the Berkshire Hills Bancorp, Inc. 2018 Equity Compensation Plan vest in three equal annual installments beginning on January 30, 2023.

3. Stock Awards granted pursuant to the Berkshire Hills Bancorp, Inc. 2022 Equity Compensation Plan vest in three equal annual installments beginning on January 30, 2024.

4. Stock Awards granted pursuant to the Berkshire Hills Bancorp, Inc. 2022 Equity Compensation Plan vest in three equal annual installments beginning on January 30, 2025.

5. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

6. Since the reporting person's last report, 4,624 shares previously held through Stock Award XVI, 2,664 shares previously held through Stock Award XVII and 2,196 shares previously held through Stock Award XVIII, have vested and are now owned directly.

	/s/ Marc P. Levy, pursuant to power of attorney	01/31/2024
	** 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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