David K Norton Form 4 People's United Financial / DAVID K NORTON 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^*

NORTON DAVID K

(Last) (First) (Middle)

PEOPLE'S UNITED BANK

850 MAIN STREET

(Street)

BRIDGEPORT CT 06604

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
People's United Financial, Inc. [ PBCT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr Ex VP & Chief HR Offcr

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2016

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	11/14/2016		M		101,058	A	$12.94	227,897	D
Common Stock	11/14/2016		M		52,734	A	$12.65	280,631	D
Common Stock	11/14/2016		S		153,792	D	$18.5454(1)	126,839(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Option to Buy	$12.94	11/14/2016		M			101,058	(3)	02/21/2023	Common Stock	101,058	$0.00	0.00	D
Employee Option to Buy	$12.65	11/14/2016		M			52,734	(4)	02/16/2022	Common Stock	52,734	$0.00	0.00	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $18.30 to $18.76. The reported price reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the SEC staff, People's United Financial, Inc. or a shareholder of People's United Financial, Inc. full information regarding the number of shares and prices at which the transaction was effected.

2. Includes 11,300 shares owned indirectly through the People's United Bank 401(k) Plan (including 122 shares acquired through dividend reinvestment). Also includes 1,900 shares owned indirectly through the People's United Financial, Inc. Employee Stock Ownership Plan (including 21 shares acquired through dividend reinvestment). Information is based on 9/30/2016 Plan statements.

3. Exercisable in annual increments on 3/1/2014 (33 1/3%); 3/1/2015 (33 1/3%); and 3/1/2016 (33 1/3%).

4. Exercisable in annual increments on 3/1/2014 (50%); 3/1/2015 (25%); and 3/1/2016 (25%).

Remarks:

	/s/ David K. Norton	11/14/2016
	** 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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