As of the close of business on October 31, 2019, the reporting persons beneficially owned an aggregate of 4,391,095 shares of the Issuers Common Stock or 8.6% of the Issuers Common Stock outstanding. The calculation of the foregoing percentage was based on 50,884,882 shares of the Issuers Common Stock outstanding as of August 27, 2019, as per the Issuers proxy statement dated September 6, 2019.
On November 1, 2019, pursuant to the terms and conditions of the Agreement and Plan of Merger, dated as of July 15, 2019 (the "Merger Agreement"), by and between the Issuer and Peoples United Financial, Inc., a Delaware corporation ("Peoples United"), the Issuer merged with and into Peoples United, with Peoples United as the surviving corporation (the "Merger"). Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), holders of the Issuers Common Stock became entitled to receive 0.875 shares of Peoples United common stock, par value $0.01 per share, for each share of the Issuers Common Stock issued and outstanding immediately prior to the Effective Time (other than shares owned by the Issuer or Peoples United (with limited exceptions)), with cash payable in lieu of any fractional shares. Accordingly, at the Effective Time of the Merger, the reporting persons no longer beneficially owned any shares of the Issuers Common Stock.
(b) Percent of Class:
0.0% (See Item 4(a)).
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910304104
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SCHEDULE 13G
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(c) Number of shares as to which such person
has:
(i) Sole power to vote or to direct the vote
-0-
(ii) Shared power to vote or to direct the vote
-0- (See Item 4(a))
(iii) Sole power to dispose or to direct the disposition of
-0-
(iv) Shared power to dispose or to direct the disposition of
-0- (See Item 4(a))
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit I.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
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Exhibits:
Exhibit I: Joint Filing Agreement, dated as of November 4, 2019, by and among ICS Opportunities, Ltd., Integrated Assets, Ltd., ICS Opportunities II LLC, Millennium International Management LP, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.
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910304104
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SCHEDULE 13G
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
Dated: November 4, 2019
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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INTEGRATED ASSETS, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment Manager
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM INTERNATIONAL MANAGEMENT LP
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM MANAGEMENT LLC
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM GROUP MANAGEMENT LLC
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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/s/ Israel A.
Englander
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Israel
A. Englander
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CUSIP
No.
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910304104
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SCHEDULE 13G
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15
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EXHIBIT I
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JOINT
FILING AGREEMENT
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This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, no par value, of United Financial Bancorp, Inc., a Connecticut corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: November 4, 2019
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ICS OPPORTUNITIES, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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INTEGRATED ASSETS, LTD.
By: Millennium International Management LP,
its Investment Manager
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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ICS OPPORTUNITIES II LLC
By: Millennium International Management LP,
its Investment Manager
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By: /s/ Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM INTERNATIONAL MANAGEMENT LP
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM MANAGEMENT LLC
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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MILLENNIUM GROUP MANAGEMENT LLC
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By: /s/Mark Meskin
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Name: Mark Meskin
Title: Chief Trading Officer
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/s/ Israel A.
Englander
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Israel
A. Englander
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