SEC Form 5 · accession 0001209191-15-012682
United Financial Bancorp, Inc. · UBNK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brandon Craig Lorey
Officer — EVP/United Bank
Period of report
Dec 31, 2014
Accepted (ET)
Feb 12, 2015 · 4:17 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 | 40 | $0.00 | A | 1,368 | I | By Rockville Bank 401(k) Plan |
| Common StockF3,F4,F5,F6,F7 | holding | — | — | — | 8,749 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF8 | $12.87 | holding | — | — | — | Feb 11, 2013 | Feb 11, 2023 | Common Stock | 59,523 | 59,523 | D |
| Stock OptionsF9 | $13.25 | holding | — | — | — | Jun 21, 2013 | Jun 21, 2023 | Common Stock | 4,945 | 4,945 | D |
| Stock OptionsF8 | $13.25 | holding | — | — | — | Jun 21, 2013 | Jun 21, 2023 | Common Stock | 14,835 | 14,835 | D |
| Stock OptionsF10 | $13.73 | holding | — | — | — | Jun 20, 2015 | Jun 20, 2024 | Common Stock | 2,295 | 2,295 | D |
| Stock OptionsF11 | $13.73 | holding | — | — | — | Jun 20, 2015 | Jun 20, 2024 | Common Stock | 6,887 | 6,887 | D |
Explanation of responses
- F1Shares allocated to the account of Mr. Lorey under the Rockville Bank 401(k), of which all shares are vested as of December 31, 2014.
- 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 the grant date and an additional 20% to vest on each annual anniversary of the grant date thereafter.
- 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.
- F2Additional non-reportable shares acquired in the Rockville Bank 401(k) Plan during 2014 for Mr. Lorey, not previously reported are comprised of 40.4385 shares purchased in 2014
- F3Includes 3,025 restricted shares granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 7,770 shares 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. The reported number of shares is net of 2,745 shares withheld by the Issuer for tax withholding purposes and 2,000 shares sold on the open market.
- F4Includes 900 Shares of Restricted Stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 1,358 shares vest in four equal annual installments of 25%, with the first installment to vest on June 21, 2013 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. The reported number of shares is net of 458 shares withheld by the Issuer for tax withholding purposes.
- F5Includes 894 restricted stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, the original grant of 1,358 performance shares became 100% vested at target. The reported number of shares is net of 464 shares withheld by the Issuer for tax withholding purposes.
- F6Includes 1,310 restricted shares granted pursuant to the Rockville Financial, Inc. 2012 Stock Incentive Plan. The original grant of 1,310 shares vest in equal 33% increments over a three year period, the first 33% vesting on June 20, 2015 and the subsequent vestings on each annual anniversary of the grant date thereafter.
- F7Includes 2,621 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, United Financial Bancorp, Inc. meets certain performance goals.
- F8Stock 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 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 options became 100% vested and exercisable.
- F9Stock 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 on 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 and exercisable.