SEC Form 5 · accession 0001501364-17-000024
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, 2016
Accepted (ET)
Feb 14, 2017 · 8:51 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 StockF7,F8 | Dec 31, 2016 | A | 918 | $0.00 | A | 5,189 | I | United Bank 401(k) plan |
| Common StockF1,F2,F3,F4,F5,F6 | holding | — | — | — | 24,885 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF9 | $10.99 | holding | — | — | — | Jun 21, 2012 | Jun 21, 2022 | Common Stock | 8,350 | 8,350 | D |
| Stock OptionsF10 | $10.99 | holding | — | — | — | Jun 21, 2012 | Jun 21, 2022 | Common Stock | 23,525 | 23,525 | D |
| Stock OptionsF9 | $13.25 | holding | — | — | — | Jun 21, 2013 | Jun 21, 2023 | Common Stock | 8,447 | 8,447 | D |
| Stock OptionsF11 | $13.25 | holding | — | — | — | Jun 21, 2013 | Jun 21, 2023 | Common Stock | 2,815 | 2,815 | D |
| Stock OptionsF12 | $13.73 | holding | — | — | — | Jun 20, 2015 | Jun 20, 2024 | Common Stock | 11,192 | 11,192 | D |
| Stock OptionsF13 | $13.73 | holding | — | — | — | Jun 20, 2015 | Jun 20, 2024 | Common Stock | 3,730 | 3,730 | D |
Explanation of responses
- F1Includes 3,077 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 3,077 shares vest in equal 33% increments over a three year period, the first 33% vesting on November 22, 2017 and the subsequent vesting on each on each annual anniversary of the grant date thereafter.
- F10Stock 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.
- 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.
- F12Stock options granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan and will become exercisable in three equal annual installments of 33%, with the first installment to vest at the one year anniversary of the grant date and an additional 33% to vest on each annual anniversary of the grant date thereafter.
- F13Stock 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 3,077 restricted stock shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan and cliff vest on December 31, 2019, if, and only if, United Financial Bancorp, Inc. meets certain performance goals.
- F3Includes 4,603 restricted stock shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan and cliff vest on December 31, 2018, if, and only if, United Financial Bancorp, Inc. meets certain performance goals.
- F4Includes 2,126 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 495 shares withheld by the Issuer for tax withholding purposes.
- F5Includes 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.
- 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.
- F7Shares allocated to the account under the United Bank 401(k) Plan, of which all shares are vested.
- F8Additional non-reportable shares acquired in the United Bank 401(k) Plan during 2016 not previously reported are comprised of shares purchased in 2016.
- F9Stock 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.