BSB Bancorp Form 4 BSB Bancorp / ROBERT J MORRISSEY 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^*

MORRISSEY ROBERT J

(Last) (First) (Middle)

2 LEONARD STREET

(Street)

BELMONT MA 02478

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BSB Bancorp, Inc. [ BLMT ]

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)
04/01/2019

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	04/01/2019		D		76,670(2)	D	(1)	0	D
Common Stock	04/01/2019		D		5,000	D	(1)	0	I	By Retirement Plan
Common Stock	04/01/2019		D		29,311	D	(1)	0	I	By Spouse

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	$12.04	04/01/2019		D			45,864	11/28/2013	11/28/2022	Common Stock	45,864	(3)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger dated November 26, 2018 (the "Agreement"), by and between the Issuer and the People's United Financial, Inc. ("Purchaser"), each share of Issuer common stock was converted into and became exchangeable for the right to receive 2.0 shares of Purchaser common stock.

2. All unvested shares of restricted stock automatically vest in full at the Effective Time (as defined in the Agreement), to the extent not previously forfeited, and shall be considered outstanding shares of common stock entitled to receive the Merger Consideration (as defined in the Agreement).

3. Each option to purchase Issuer common stock, whether vested or unvested, automatically converted to the right to receive a number of shares of Purchaser common stock equal to the quotient of (A) the product of (x) the number of shares of Issuer common stock subject to such Issuer stock option, multiplied by (y) the excess, if any, of the Per Share Stock Consideration (as defined in the Agreement) over the exercise price per share of Issuer common stock subject to such Issuer stock option divided by (B) the Purchaser share closing price, with cash payable in lieu of any fractional shares.

	/s/ John A. Citrano, pursuant to power of attorney	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).
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