Statement of Changes in Beneficial Ownership (4)
03 Octubre 2018 - 10:33AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Patrick John J Jr.
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2. Issuer Name
and
Ticker or Trading Symbol
First Connecticut Bancorp, Inc.
[
FBNK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman, President & CEO
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(Last)
(First)
(Middle)
C/O FIRST CONNECTICUT BANCORP, INC., ONE FARM GLEN BOULEVARD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/1/2018
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(Street)
FARMINGTON, CT 06032
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/1/2018
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D
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11978
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D
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(1)
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0
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I
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401(k)
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Common Stock
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10/1/2018
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D
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33864
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D
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(1)
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0
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I
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IRA
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Common Stock
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10/1/2018
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D
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100
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D
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(1)
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0
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I
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Held by Wife as Trustee for Minor Child
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Common Stock
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10/1/2018
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D
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100
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D
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(1)
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0
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I
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Held by Wife as Trustee for Minor Child
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Common Stock
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10/1/2018
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D
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100
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D
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(1)
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0
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I
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Held by Child
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Common Stock
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10/1/2018
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D
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6879
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D
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(1)
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0
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I
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ESOP
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Common Stock
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10/1/2018
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D
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93878
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D
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(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options
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$12.95
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10/1/2018
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D
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304621
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9/5/2012
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9/5/2022
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Common Stock
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304621
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(2)
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0
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D
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Restricted Stock Units
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$25.75
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10/1/2018
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D
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2591
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2/21/2018
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2/21/2020
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Common Stock
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2591
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(3)
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0
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D
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Restricted Stock Units
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$24.45
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10/1/2018
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D
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7772
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2/21/2020
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2/21/2020
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Common Stock
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7772
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(3)
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0
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D
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Restricted Stock Units
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$25.05
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10/1/2018
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D
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5023
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2/28/2019
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2/28/2021
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Common Stock
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5023
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(3)
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0
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D
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Restricted Stock Units
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$25.05
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10/1/2018
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D
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7795
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2/28/2021
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2/28/2021
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Common Stock
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7795
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(3)
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0
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D
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Explanation of Responses:
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(1)
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Disposed of pursuant to the Agreement and Plan of Merger, dated as of June 18, 2018 (the "Merger Agreement"), by and between First Connecticut Bancorp, Inc. ("FCB") and People's United Financial, Inc. ("People's United"), in exchange for 1.725 shares of common stock of People's United ("People's United Common Stock") per share of common stock of FCB ("FCB Common Stock"), having a market value per share of FCB of $29.0835 (based on the value of 1.725 shares of People's United Common Stock at the close of trading on October 1, 2018, the closing date of the merger), with cash payable in lieu of any fractional shares.
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(2)
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Per the Merger Agreement, each option to purchase shares of FCB Common Stock that was outstanding, unexercised, and vested immediately prior to the merger was cancelled and converted automatically into the right to receive a number of shares of People's United Common Stock equal to the quotient of (i) the product of (A) the number of shares of FCB Common Stock subject to such option multiplied by (B) the excess, if any, of the Per Share Stock Consideration over the exercise price per share of FCB Common Stock of such option, divided by (ii) $17.296, which is the average closing-sale price of People's United Common Stock for the five full trading days ending on the trading day immediately preceding October 1, 2018 (merger closing), with cash payable in lieu of any fractional shares. "Per Share Stock Consideration" is $29.8356, which is equal to the product of (A) the Exchange Ratio (1.725) multiplied by (B) the Purchaser Share Closing Price ($17.296).
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(3)
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Pursuant to the Merger Agreement, each FCB performance-based restricted stock unit ("PSU"), whether or not then vested or free of conditions to payment, was cancelled and converted automatically into the right to receive a number of shares of People's United Common Stock equal to the product of (i) the number of shares of FCB Common Stock subject to such PSU at the target level of performance applicable to such PSU, as determined in accordance with the applicable award agreement pursuant to which such PSU was granted multiplied by (ii) 1.725, with cash payable in lieu of fractional shares.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Patrick John J Jr.
C/O FIRST CONNECTICUT BANCORP, INC.
ONE FARM GLEN BOULEVARD
FARMINGTON, CT 06032
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X
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Chairman, President & CEO
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Signatures
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/s/ John J. Patrick, Jr. by POA
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10/2/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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