SEC Form 5 · accession 0001501364-16-000080
United Financial Bancorp, Inc. · UBNK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William HW Crawford IV
Officer — CEO · Director
Period of report
Dec 31, 2015
Accepted (ET)
Feb 12, 2016 · 4:07 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 StockF11,F12 | Dec 31, 2015 | A | 1,895 | $0.00 | A | 15,826 | I | By United Bank 401(k) Plan |
| Common StockF1,F2,F3,F4,F5,F6,F7,F8,F9,F10 | holding | — | — | — | 137,728 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF13 | $10.54 | holding | — | — | — | Mar 15, 2011 | Jan 3, 2021 | Common Stock | 44,685 | 44,685 | D |
| Stock OptionsF14 | $10.99 | holding | — | — | — | Jun 21, 2012 | Jun 21, 2022 | Common Stock | 176,788 | 176,788 | D |
| Stock OptionsF15 | $10.99 | holding | — | — | — | Jun 21, 2012 | Jun 21, 2022 | Common Stock | 62,750 | 62,750 | D |
| Stock OptionsF14 | $13.25 | holding | — | — | — | Jun 21, 2013 | Jun 21, 2023 | Common Stock | 16,346 | 16,346 | D |
| Stock OptionsF15 | $13.25 | holding | — | — | — | Jun 21, 2013 | Jun 21, 2023 | Common Stock | 49,038 | 49,038 | D |
| Stock OptionsF16 | $13.73 | holding | — | — | — | Jun 20, 2015 | Jun 20, 2024 | Common Stock | 6,702 | 6,702 | D |
| Stock OptionsF17 | $13.73 | holding | — | — | — | Jun 20, 2015 | Jun 20, 2024 | Common Stock | 20,107 | 20,107 | D |
Explanation of responses
- F1Includes 3,599 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 6,166 shares vest in equal 20% increments over a five year period, the first 20% vesting on March 15, 2011 and the subsequent vesting on each January 3rd of the following years. 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 2,567 shares withheld by the Issuer for tax withholding purposes.
- F10Includes 20,395 restricted stock shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan and cliff vest on 12/31/2018, if, and only if, United Financial Bancorp, Inc. meets certain performance goals.
- F11Shares allocated to the account of Mr. Crawford under the United Bank 401(k) Plan, of which all shares as vested as of 12/31/2015
- F12Includes 2,066.9731 non-reportable shares acquired in the United Bank 401(k) Plan during 2015 for Mr. Crawford
- F13Stock options granted pursuant to the Rockville Financial, Inc.'s 2006 Stock Incentive Award Plan and are exercisable in equal 20% increments over a five year period, the first 20% becoming exercisable on March 15, 2011 and the subsequent vesting on each January 3rd of the following years. 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 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.
- 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 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.
- F16Stock 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.
- F17Stock 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 1,000 shares directly owned.
- F3Includes 45,956 restricted shares granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 71,861 shares 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 25,905 shares withheld by the Issuer for tax withholding purposes.
- F4Includes 14,749 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 23,954 performance shares became 100% vested at target. The reported number of shares is net of 9,205 shares withheld by the Issuer for tax withholding purposes.
- F5Includes 2,802 Shares of Restricted Stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 4,490 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 1,688 shares withheld by the Issuer for tax withholding purposes.
- F6Includes 2,765 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 4,490 performance shares became 100% vested at target. The reported number of shares is net of 1,725 shares withheld by the Issuer for tax withholding purposes.
- F7Includes 10,047 restricted shares granted pursuant to the Rockville Financial, Inc. 2012 Stock Incentive Plan. The original grant of 11,340 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 on each annual anniversary of the grant date thereafter. The reported number of shares is net of 1,293 shares withheld by the Issuer for tax withholding purposes.
- F8Includes 15,167 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.
- F9Includes 20,395 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 20,395 shares vest in equal 33% increments over a three year period, the first 33% vesting on November 18, 2016 and the subsequent vesting on each on each annual anniversary of the grant date thereafter.