SEC Form 5 · accession 0001209191-15-012627
United Financial Bancorp, Inc. · UBNK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott C Bechtle
Officer — Executive Vice President
Period of report
Dec 31, 2014
Accepted (ET)
Feb 12, 2015 · 4:06 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001501364
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 31, 2014 | A | 93 | $0.00 | A | 3,144 | I | By Rockville Bank 401(k) Plan |
| Common StockF3,F4,F5,F6,F7,F8 | holding | — | — | — | 36,888 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF9 | $9.41 | holding | — | — | — | Jun 1, 2011 | Jun 1, 2021 | Common Stock | 12,096 | 12,096 | D |
| Stock OptionsF10 | $10.99 | holding | — | — | — | Jun 21, 2012 | Jun 21, 2022 | Common Stock | 22,552 | 22,552 | D |
| Stock OptionsF11 | $10.99 | holding | — | — | — | Jun 21, 2012 | Jun 21, 2022 | Common Stock | 63,536 | 63,536 | D |
| Stock OptionsF10 | $13.25 | holding | — | — | — | Jun 21, 2013 | Jun 21, 2023 | Common Stock | 4,945 | 4,945 | D |
| Stock OptionsF11 | $13.25 | holding | — | — | — | Jun 21, 2013 | Jun 21, 2023 | Common Stock | 14,835 | 14,835 | D |
| Stock OptionsF12 | $13.73 | holding | — | — | — | Jun 20, 2015 | Jun 20, 2024 | Common Stock | 3,188 | 3,188 | D |
| Stock OptionsF12 | $13.73 | holding | — | — | — | Jun 20, 2015 | Jun 20, 2024 | Common Stock | 9,566 | 9,566 | D |
Explanation of responses
- F1Includes 93.1273 non-reportable shares acquired in the Rockville Bank 401(k) Plan during 2014 for Mr. Bechtle
- F10Stock options granted pursuant to the Rockville Financial, Inc.'s 2006 Stock Incentive Award Plan and will become exercisable in five equal annual installments of 20%, with the first installment to vest at the one year anniversary of the grant date, and an additional 20% to vest on each annual anniversary of the grant date thereafter. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, all options became 100% vested.
- F11Stock options granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan and will become exercisable in four equal annual installments of 25%, with the first installment to vest at the one year anniversary of the grant date and an additional 25% to vest on each annual anniversary of the grant date thereafter. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, all options became 100% vested.
- F12Stock options granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan and will become exercisable in four equal annual installments of 25%, with the first installment to vest at the one year anniversary of the grant date and an additional 25% to vest on each annual anniversary of the grant date thereafter. Pursuant to Mr. Bechtle's employment agreement all options became 100% at vested upon his retirement effective upon his retirement 12/30/2014
- F2Shares allocated to the account of Mr. Bechtle under the Rockville Bank 401(k) Plan, of which all shares are vested as of December 31, 2014.
- F3Includes 17,783 shares of restricted stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan and will vest in four equal annual installments of 25%, with the first installment to vest on the grant date and an additional 25% to vest on each annual anniversary of the grant date thereafter. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, all shares became 100% vested.
- F4Includes 5,928 shares of restricted stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan and cliff vest on the third anniversary of the grant date, if, and only if, Rockville Financial, Inc. meeting certain performance goals. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, all shares became 100% vested at target.
- F5Inlcudes 1,358 Shares of Restricted Stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan and vest in four equal annual installments of 25%, with the first installment to vest on the grant date and an additional 25% to vest on each annual anniversary of the grant date thereafter. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, all shares became 100% vested.
- F6Includes 1,358 shares of Restricted Stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan and cliff vest on the third anniversary of the grant date, if, and only if, Rockville Financial, Inc. meeting certain performance goals. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, all shares became 100% vested.
- F7Includes 1,820 restricted shares granted pursuant to the Rockville Financial, Inc. 2012 Stock Incentive Plan. The original grant of 1,820 shares vest in equal 33% increments over a three year period, the first 33% vesting on June 20, 2015 and the subsequent vesting on each anniversary of the grant date of the following years. Pursuant to Mr. Bechtle's employment agreement all shares became 100% vested upon his retirement effective upon his retirement 12/30/2014
- F8Includes 3,641 restricted stock shares granted pursuant to the Rockville Financial, Inc. 2012 Stock Incentive Plan and cliff vest on the third anniversary of the grant date, if, and only if, United Financial Bancorp, Inc. meets certain performance goals. Pursuant to Mr. Bechtle's employment agreement all shares became 100% at vested at target upon his retirement effective upon his retirement 12/30/2014
- F9Stock options granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan and are exercisable in equal 20% increments over a five year period, the first 20% becoming exercisable on June 1, 2011 and the subsequent vesting on each annual anniversary of that date. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, all options became 100% vested.