SEC Form 5 · accession 0001501364-16-000083
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, 2015
Accepted (ET)
Feb 12, 2016 · 4:08 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, 2015 | A | 1,512 | $0.00 | A | 4,271 | I | United Bank 401(k) plan |
| Common StockF3,F4,F5,F6,F7 | holding | — | — | — | 19,516 | 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 | $10.99 | holding | — | — | — | Jun 21, 2012 | Jun 21, 2022 | Common Stock | 8,350 | 8,350 | D |
| Stock OptionsF9 | $10.99 | holding | — | — | — | Jun 21, 2012 | Jun 21, 2022 | Common Stock | 23,525 | 23,525 | D |
| Stock OptionsF8 | $13.25 | holding | — | — | — | Jun 21, 2013 | Jun 21, 2023 | Common Stock | 8,447 | 8,447 | D |
| Stock OptionsF9 | $13.73 | holding | — | — | — | Jun 20, 2015 | Jun 20, 2024 | Common Stock | 3,730 | 3,730 | D |
| Stock OptionsF10 | $13.73 | holding | — | — | — | Jun 20, 2015 | Jun 20, 2024 | Common Stock | 11,192 | 11,192 | D |
| Stock OptionsF11 | $13.25 | holding | — | — | — | Jun 21, 2013 | Jun 21, 2023 | Common Stock | 2,815 | 2,815 | D |
Explanation of responses
- F1Shares allocated to the account of Ms. Wynnick under the United Bank 401(k) Plan, of which all are vested as of December 31, 2015.
- 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 of the 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 United Bank 401(k) Plan during 2015 for Ms. Wynnick, not previously reported are comprised of 1,512.3265 shares purchased in 2015
- F3Includes additional non-reportable shares acquired through dividend reinvestment in 2015 for Ms. Wynnick, not previously reported are comprised of 358.3587 shares purchased in 2015
- F4Includes 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.
- F5Includes 2,377 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. The reported number is net of 244 shares withheld by the Issuer for tax withholding purposes.
- F6Includes 4,603 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 4,603 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.
- F7Includes 4,603 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.
- 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 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.
- 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 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.