Cuddy William V Jr Form 4 PCSB Financial / William V Cuddy Jr 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^*

Cuddy William V Jr

(Last) (First) (Middle)

2651 STRANG BOULEVARD, SUITE 100

(Street)

YORKTOWN HEIGHTS NY 10598

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PCSB Financial Corp [ PCSB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2023

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	01/01/2023		D		50,801	D	(1)	0	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
Stock Options	$18.27	01/01/2023		D			44,662	10/24/2019	10/24/2028	Common Stock	44,662	(2)	0	D
Phantom Stock	(3)	01/01/2023		D			29,185.5371	(3)	(3)	Common Stock	29,185.5371	(1)	0	D

Explanation of Responses:

1. Pursuant to a merger agreement between the Issuer and Brookline Bancorp, Inc., each share of Issuer common stock was converted into and became exchangeable for the right to receive, at the election of the holder, either (i) $22.00 in cash or (ii) 1.3284 shares of Brookline Bancorp, Inc. common stock.

2. Each option to purchase Issuer common stock, whether vested or unvested, automatically converted to the right to receive a cash payment equal to (i) the number of shares of Issuer common stock provided for in such option multiplied by (ii) the excess, if any, of $22.00 over the exercise price per share of Issuer common stock provided for in such option, which cash payment was made without interest and net of all applicable withholding taxes.

3. Each share of phantom stock is the economic equivalent of one share of common stock and becomes payable upon the reporting person's termination of service as a director in accordance with footnote 1 above.

	/s/ Victor L. Cangelosi, pursuant to Power of Attorney	01/04/2023
	** 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).
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