SEC Form 5 · accession 0001209191-15-012716
United Financial Bancorp, Inc. · UBNK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marino J Santarelli
Officer — Executive Vice President
Period of report
Dec 31, 2014
Accepted (ET)
Feb 12, 2015 · 4:22 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,F9,F10 | holding | — | — | — | 30,110 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF11 | $9.71 | holding | — | — | — | Aug 5, 2011 | Jul 18, 2021 | Common Stock | 22,260 | 22,260 | D |
| Stock OptionsF12 | $10.99 | holding | — | — | — | Jun 21, 2012 | Jun 21, 2022 | Common Stock | 22,552 | 22,552 | D |
| Stock OptionsF13 | $10.99 | holding | — | — | — | Jun 21, 2012 | Jun 21, 2022 | Common Stock | 63,536 | 63,536 | D |
| Stock OptionsF12 | $13.25 | holding | — | — | — | Jun 21, 2013 | Jun 21, 2023 | Common Stock | 6,730 | 6,730 | D |
| Stock OptionsF13 | $13.25 | holding | — | — | — | Jun 21, 2013 | Jun 21, 2023 | Common Stock | 20,192 | 20,192 | D |
| Stock OptionsF14 | $13.73 | holding | — | — | — | Jun 20, 2015 | Jun 20, 2024 | Common Stock | 4,376 | 4,376 | D |
| Stock OptionsF15 | $13.73 | holding | — | — | — | Jun 20, 2015 | Jun 20, 2024 | Common Stock | 13,129 | 13,129 | D |
Explanation of responses
- F1Shares allocated to the account of Mr. Santarelli under the Rockville Bank 401(k) Plan, of which all are vested as of December 31, 2014.
- F10Includes additional non-reportable shares acquired through dividend reinvestment for Mr. Santarelli, not previously reported are comprised of 369.6702 shares purchased between January 1, 2014 and December 31, 2014.
- F11Stock options granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan and are exercisable in equal 20% increments, the first 20% became exercisable on August 5, 2011 and the subsequent vesting on each annual anniversary of his hire date of July 18, 2011. 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.
- F12Stock 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.
- F13Stock 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.
- F14Stock 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 the grant date and an additional 20% to vest on each annual anniversary of the grant date thereafter.
- F15Stock 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. Santarelli, not previously reported are comprised of 93.1273 shares purchased in 2014
- F3Includes 2,951 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 4,505 shares vest in equal 20% increments, the first 20% became vested on August 5, 2011 and the subsequent vesting will occur on each annual anniversary of his hire date of July 18, 2011. 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 1,554 shares withheld by the Issuer for tax withholding purposes.
- F4Includes 11,743 restricted shares granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 17,783 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 6,040 shares withheld by the Issuer for tax withholding purposes.
- F5Includes 3,907 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 5,928 performance shares became 100% vested at target. The reported number of shares is net of 2,021 shares withheld by the Issuer for tax withholding purposes.
- F6Includes 1,220 Shares of Restricted Stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 1,849 shares will 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 629 shares withheld by the Issuer for tax withholding purposes.
- F7Includes 1,218 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 1,849 performance shares became 100% vested at target. The reported number of shares is net of 631 shares withheld by the Issuer for tax withholding purposes.
- F8Includes 2,499 restricted shares granted pursuant to the Rockville Financial, Inc. 2012 Stock Incentive Plan. The original grant of 2,499 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.
- F9Includes 4,998 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