SEC Form 5 · accession 0001209191-15-012703

United Financial Bancorp, Inc. · UBNK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Eric R Newell

Officer — EVP

Period of report

Dec 31, 2014

Accepted (ET)

Feb 12, 2015 · 4:20 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 Stock^F1,F2	Dec 31, 2014	A	503	$0.00	A	3,746	I	By Rockville Bank 401(k) Plan
Common Stock^{F3,F4,F5,F6,F7,F8}	holding	—	—		—	22,495	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options^F9	$10.99	holding	—	—	—	Jun 21, 2012	Jun 21, 2022	Common Stock	18,009	18,009	D
Stock Options^F10	$10.99	holding	—	—	—	Jun 21, 2012	Jun 21, 2022	Common Stock	50,739	50,739	D
Stock Options^F9	$13.25	holding	—	—	—	Jun 21, 2013	Jun 21, 2023	Common Stock	4,429	4,429	D
Stock Options^F10	$13.25	holding	—	—	—	Jun 21, 2013	Jun 21, 2023	Common Stock	13,289	13,289	D
Stock Options^F11	$13.73	holding	—	—	—	Jun 20, 2015	Jun 20, 2024	Common Stock	4,783	4,783	D
Stock Options^F12	$13.73	holding	—	—	—	Jun 20, 2015	Jun 20, 2024	Common Stock	14,349	14,349	D

Explanation of responses

F1Shares allocated to the account of Mr. Newell under the Rockville Bank 401(k) Plan, of which all shares are vested as of December 31, 2014
F10Stock 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.
F11Stock 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
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.
F2Includes 503.4341 non-reportable shares acquired in the Rockville Bank 401(k) Plan during 2014 for Mr. Newell
F3Includes 9,382 restricted shares granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 14,201 shares will vest in four equal annual installments of 25%, with the first installment to vest on June 21, 2012 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 4,819 shares withheld by the Issuer for tax withholding purposes.
F4Includes 3,120 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 4,734 performance shares became 100% vested at target. The reported number of shares is net of 1,614 shares withheld by the Issuer for tax withholding purposes.
F5Includes 798 Shares of Restricted Stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 1,216 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 418 shares withheld by the Issuer for tax withholding purposes.
F6Includes 801 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 1,216 performance shares became 100% vested at target. 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 415 shares withheld by the Issuer for tax withholding purposes.
F7Includes 2,731 restricted shares granted pursuant to the Rockville Financial, Inc. 2012 Stock Incentive Plan. The original grant of 2,731 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.
F8Includes 5,462 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.
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.