SEC Form 5 · accession 0001501364-16-000086
United Financial Bancorp, Inc. · UBNK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric R Newell
Officer — EVP, CFO & Treasurer
Period of report
Dec 31, 2015
Accepted (ET)
Feb 12, 2016 · 4:09 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 | 3,983 | $0.00 | A | 9,340 | I | By United Bank 401(k) Plan |
| Common StockF3,F4,F5,F6,F7,F8,F9,F10 | holding | — | — | — | 35,898 | 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 | $10.99 | holding | — | — | — | Jun 21, 2012 | Jun 21, 2022 | Common Stock | 18,099 | 18,099 | D |
| Stock OptionsF12 | $10.99 | holding | — | — | — | Jun 21, 2012 | Jun 21, 2022 | Common Stock | 50,739 | 50,739 | D |
| Stock OptionsF11 | $13.25 | holding | — | — | — | Jun 21, 2013 | Jun 21, 2023 | Common Stock | 4,429 | 4,429 | D |
| Stock OptionsF12 | $13.25 | holding | — | — | — | Jun 21, 2013 | Jun 21, 2023 | Common Stock | 13,289 | 13,289 | D |
| Stock OptionsF13 | $13.73 | holding | — | — | — | Jun 20, 2015 | Jun 20, 2024 | Common Stock | 14,349 | 14,349 | D |
| Stock OptionsF14 | $13.73 | holding | — | — | — | Jun 20, 2015 | Jun 20, 2024 | Common Stock | 4,783 | 4,783 | D |
Explanation of responses
- F1Shares allocated to the account of Mr. Newell under the United Bank 401(k) Plan, of which all shares are vested as of December 31, 2015
- F10Includes 5,876 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.
- 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 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.
- 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 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.
- 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 at the one year anniversary of the grant date and an additional 25% to vest on each annual anniversary of the grant date thereafter.
- 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 the grant date and an additional 20% to vest on each annual anniversary of the grant date thereafter.
- F2Includes 4,486.346 non-reportable shares acquired in the United Bank 401(k) Plan during 2015 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. 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. The reported number of shares is net of 415 shares withheld by the Issuer for tax withholding purposes.
- F7Includes 2,418 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. The reported number is net of 313 shares withheld by the Issuer for tax withholding purposes
- 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.
- F9Includes 5,876 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 5,876 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.