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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol United Financial Bancorp, Inc. [ UBNK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/29/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/29/2019 | J | 3,124 | D | $14.7 | 40,335 | D(1)(2)(3)(4)(5)(6)(7)(8)(9) | |||
| Common Stock | 03/29/2019 | F | 712 | D | $14.7 | 39,623 | D(1)(2)(3)(4)(5)(6)(7)(8)(9)(10) | |||
| Common Stock | 1,095.948 | I(11) | By United Bank 401(k) Plan | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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. Includes 3,389 restricted stock shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan and cliff vest on December 31, 2019, if, and only if, United Financial Bancorp, Inc. meets certain performance goals |
| 2. Includes 1,550 shares of Restricted Stock granted pursuant to the Rockville Financial, Inc.'s 2015 Stock Incentive Plan. The original grant of 5,386 shares cliff vested on December 31, 2018, if and only if, United Financial Bancorp, Inc. meets certain performance goals. Not all requirements were met, and as a result, this transaction represents the distribution of the original 5,386 granted shares decreased by 3,124 shares for not meeting those performance requirements. The reported number of shares is net of 712 shares withheld by the Issuer for tax withholding purposes. |
| 3. Includes 11,196 Shares of Restricted Stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 17,019 shares will vest in four equal annual installments of 25%, with the first installment to vest on May 12, 2014 and an additional 25% to vest on each annual anniversary of Mr. Paulson's hire date of March 3, 2014. The reported number of shares is net of 5,823 shares withheld by the Issuer for tax withholding purposes. |
| 4. Includes 2,790 shares of Restricted Stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 5,673 shares cliff vested on December 31, 2016, if and only if, United Financial Bancorp, Inc. meets certain performance goals. Not all requirements were met, and as a result, this transaction represents the distribution of the original 5,673 granted shares decreased by 1,419 shares for not meeting those performance requirements. The reported number of shares is net of 1,464 shares withheld by the Issuer for tax withholding purposes. |
| 5. Includes 2,644 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 3,389 shares vest in equal 33% increments over a three year period, the first 33% vesting on November 22, 2017 and the subsequent vesting on each annual anniversary of the grant date thereafter. The reported number of shares is net of 745 shares withheld by the Issuer for tax withholding purposes. |
| 6. Includes 3,585 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 5,386 shares vest in equal 33% increments over a three year period, the first 33% vesting on November 18, 2016 and the subsequent vesting on each on each annual anniversary of the grant date thereafter. The reported number of shares is net of 1,801 shares withheld by the Issuer for tax withholding purposes. |
| 7. Includes 3,436 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 3,838 shares vest in equal 33% increments over a three year period, the first 33% vesting on November 22, 2018 and the subsequent vesting on each annual anniversary of the grant date thereafter. The reported number is net of 402 shares withheld by the Issuer for tax withholding purposes. |
| 8. Includes 3,231 restricted stock shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan and cliff vest on December 31, 2020, if, and only if, United Financial Bancorp, Inc. meets certain performance goals. |
| 9. Includes 3,901 restricted stock shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan and cliff vest on December 31, 2021, if, and only if, United Financial Bancorp, Inc. meets certain performance goals. |
| 10. Transaction represents shares withheld by the Issuer for tax withholding purposes with respect vesting of Restricted Stock previously issued to the Reporting Person by the Issuer. |
| 11. Shares allocated to the account under the United Bank 401(k) Plan, of which all shares are vested. |
| Remarks: |
| /s/ Marliese L. Shaw by POA | 04/01/2019 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||