David J Jr. Houston Form 5 Blue Hills Bancorp / David J Jr. Houston ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Houston David J Jr.

(Last) (First) (Middle)

500 RIVER RIDGE DRIVE SUITE 300

(Street)

NORWOOD MA 02062-4659

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Blue Hills Bancorp, Inc. [ BHBK ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	03/22/2018		L	59.991(1)	A	$20.34	20,938.0182(2)(3)	D
Common Stock	06/14/2018		L	19.532	A	$21.285	20,957.5502(2)(3)	D
Common Stock	08/23/2018		L	23.863	A	$23.3931	20,981.4132(2)(3)	D
Common Stock	12/19/2018		L	26.243	A	$21.243	21,007.6562(2)(3)	D
Common Stock	12/31/2018		L	425.43	A	$21.36	5,425.43	I	Spouse's IRA
Common Stock							1,000	I	Business Partnership
Common Stock							44,532	I	IRA

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)	$14.07						10/07/2016	10/07/2025	Blue Hills Bancorp, Inc Common Stock	55,000		55,000(4)	D

Explanation of Responses:

1. This transaction was matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, against a sale transaction which occurred on December 12, 2017 and was previously reported on a Form 4. Mr. Houston has paid the Issuer $9.40, representing the full amount of profit realized in connection with the short-swing transactions.

2. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.

3. Some of these securities vest every year (at anniversary)over the next 5 years starting with the first vesting in 2016.

4. These awards vest every year (at anniversary)over the next 5 years starting with the first vesting in 2016.

Remarks:

	/s/David J Houston	02/20/2019
	** 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).
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