SEC Form 5 · accession 0001209191-15-012728
United Financial Bancorp, Inc. · UBNK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Elizabeth Wynnick
Officer — EVP
Period of report
Dec 31, 2014
Accepted (ET)
Feb 12, 2015 · 4:24 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 StockF4,F5 | Dec 31, 2014 | A | 434 | $0.00 | A | 2,759 | I | By Rockville Bank 401(k) plan |
| Common StockF1,F2,F3 | holding | — | — | — | 10,195 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF6 | $10.99 | holding | — | — | — | Jun 21, 2012 | Jun 21, 2022 | Common Stock | 8,350 | 8,350 | D |
| Stock OptionsF7 | $10.99 | holding | — | — | — | Jun 21, 2012 | Jun 21, 2022 | Common Stock | 23,525 | 23,525 | D |
| Stock OptionsF6 | $13.25 | holding | — | — | — | Jun 21, 2023 | Jun 21, 2023 | Common Stock | 2,815 | 2,815 | D |
| Stock OptionsF7 | $13.25 | holding | — | — | — | Jun 21, 2023 | Jun 21, 2023 | Common Stock | 8,447 | 8,447 | D |
| Stock OptionsF8 | $13.73 | holding | — | — | — | Jun 20, 2015 | Jun 20, 2024 | Common Stock | 3,730 | 3,730 | D |
| Stock OptionsF9 | $13.73 | holding | — | — | — | Jun 20, 2015 | Jun 20, 2024 | Common Stock | 11,192 | 11,192 | D |
Explanation of responses
- F1Includes 7,316 shares of restricted stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 8,779 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 1,463 shares withheld by the Issuer for tax withholding purposes.
- F2Includes 2,621 restricted shares granted pursuant to the Rockville Financial, Inc. 2012 Stock Incentive Plan. The original grant of 2,621 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.
- F3Includes additional non-reportable shares acquired through dividend reinvestment in 2014 for Ms. Wynnick, not previously reported are comprised of 295.7842 shares purchased in 2014 at a weighted average price of $13.0827
- F4Shares allocated to the account of Ms. Wynnick under the Rockville Bank 401(k) Plan, of which all are vested as of December 31, 2014.
- F5Additional non-reportable shares acquired in the Rockville Bank 401(k) Plan during 2014 for Ms. Wynnick, not previously reported are comprised of 434.4014 shares purchased in 2014
- F6Stock 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.
- F7Stock 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.
- F8Stock 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.
- F9Stock 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.