Sheahan Denis K Form 4 INDEPENDENT BANK / DENIS K SHEAHAN 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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X

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^*

SHEAHAN DENIS K

(Last) (First) (Middle)

C/O INDEPENDENT BANK CORP

288 UNION STREET

(Street)

ROCKLAND MA 02370

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INDEPENDENT BANK CORP [ INDB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2015

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	03/19/2015		M		17,000	A	$28.27	67,767.7843(1)	D
Common Stock	03/19/2015		F		12,745	D	$43.85	55,022.7843	D
Common Stock	03/19/2015		M		10,000	A	$32.995	65,022.7843	D
Common Stock	03/19/2015		F		8,250	D	$43.85	56,772.7843	D
Common Stock	03/19/2015		M		6,500	A	$27.425	63,272.7843	D
Common Stock	03/19/2015		F		4,785	D	$43.85	58,487.7843	D
Common Stock								2,018.1238(2)	I	By Filer f/b/o Sons
Common Stock								1,011.4104(3)	I	by Filer f/b/o daughter

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
NQ Stock Option (Right to Buy)	$28.27	03/19/2015		M			17,000	02/14/2009(4)	03/31/2015	Common Stock	17,000	$0	0	D
NQ Stock Option (Right to Buy)	$32.995	03/19/2015		M			10,000	02/15/2008(5)	03/31/2015	Common Stock	10,000	$0	0	D
NQ Stock Option (Right to Buy)	$27.425	03/19/2015		M			6,500	02/17/2012(6)	03/31/2015	Common Stock	6,500	$0	0	D

Explanation of Responses:

1. Total Holdings include 10,643.1472 shares held in Filer's 401(k) account. On 2/23/15 there were excess funds returned to the Filer as a result of annual discrimination testing, which resulted in the cash out of approximately 70 shares as part of the return of the excess funds.

2. Shares held in Filer's name f/b/o sons. The filing of this statement should not be construed as an admission that the undersigned is, for purposes of Section 16 of the Exchange Act, the beneficial owner of such securities.

3. Shares held in Filer's name f/b/o daughter. The filing of this statement should not be construed as an admission that the undersigned is, for purposes of the Exchange Act, the beneficial owner of such securities.

4. Granted under the Independent Bank Corp. 2005 Employee Stock Option Plan. 3400 shares became exercisable annually, beginning on February 14, 2009.

5. Granted under the Independent Bank Corp. 2005 Employee Stock Option Plan. 2000 shares became exercisable annually, beginning on February 15, 2008.

6. Granted under the Independent Bank Corp. 2005 Employee Stock Option Plan. 2167 shares became exercisable on February 17, 2012 and February 17, 2013, and the remainder of shares became exercisable on February 17, 2014.

Remarks:

	Sarah E. Hutchings, Power of Attorney for Denis K. Sheahan	03/20/2015
	** Signature of Reporting Person	Date
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