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 |
| |||||||||||||||
| 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*
(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)
| ||||||||||||||||||||||||
| 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)
| |||||||||||||||||||||||||
| 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 | 49,333 | D(1)(2)(3)(4)(5)(6)(7)(8) | |||||||||||||
| Common Stock | 12/31/2018 | A | 122.025 | A | $0 | 245.625 | I(9)(10) | By United Bank 401(k) Plan | |||||||
| 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 | |||||||||
| Explanation of Responses: |
| 1. Includes 2,966 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 3,832 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 on each annual anniversary of the grant date thereafter. The reported number of shares is net of 866 shares withheld by the Issuer for tax withholding purposes. |
| 2. Includes 11,302 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 15,486 shares vest in equal 33% increments over a three year period, the first 33% vesting on January 19, 2017, and the subsequent vesting on each annual anniversary of his hire date thereafter. The reported number of shares is net of 4,184 shares withheld by the Issuer for tax withholding purposes. |
| 3. Includes 3,832 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. |
| 4. Includes 15,487 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 15,487 shares cliff vest on the third anniversary of the hire date. |
| 5. Includes 3,590 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 4,028 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 438 shares withheld by the Issuer for tax withholding purposes. |
| 6. Includes 3,584 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. |
| 7. Includes 4,286 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 4,286 shares vest in equal 33% increments over a three year period, the first 33% vesting on November 19, 2019 and the subsequent vesting on each annual anniversary of the grant date thereafter. |
| 8. Includes 4,286 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. |
| 9. Shares allocated to the account under the United Bank 401(k) Plan, of which all shares are vested. |
| 10. Additional non-reportable shares acquired in the United Bank 401(k) Plan during 2018, not previously reported. |
| Remarks: |
| /s/ Marliese L. Shaw by POA | 02/13/2019 | |
| ** 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. | ||