SEC Form 4 · accession 0001501364-17-000146

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

Nov 30, 2017

Accepted (ET)

Dec 1, 2017 · 5:16 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 Stock^{F1,F2,F3,F4,F5,F6,F7,F8,F9,F10,F11,F12,F13,F14,F15}	Nov 30, 2017	F	2,337	$17.86	D	150,062	D
Common Stock^{F1,F2,F3,F4,F5,F6,F7,F8,F9,F10,F11,F12,F13,F14,F15}	Nov 30, 2017	F	1,478	$18.39	D	148,584	D
Common Stock^F16	holding	—	—		—	16,837	I	By United Bank 401(k) Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options^F17	$10.54	holding	—	—	—	Mar 15, 2011	Jan 3, 2021	Common Stock	44,685	44,685	D
Stock Options^F18	$10.99	holding	—	—	—	Jun 21, 2012	Jun 21, 2022	Common Stock	176,788	176,788	D
Stock Options^F19	$10.99	holding	—	—	—	Jun 21, 2012	Jun 21, 2022	Common Stock	62,750	62,750	D
Stock Options^F18	$13.25	holding	—	—	—	Jun 21, 2013	Jun 21, 2023	Common Stock	16,346	16,346	D
Stock Options^F19	$13.25	holding	—	—	—	Jun 21, 2013	Jun 21, 2023	Common Stock	49,038	49,038	D
Stock Options^F20	$13.73	holding	—	—	—	Jun 20, 2015	Jun 20, 2024	Common Stock	6,702	6,702	D
Stock Options^F21	$13.73	holding	—	—	—	Jun 20, 2015	Jun 20, 2024	Common Stock	20,107	20,107	D

Explanation of responses

F1Includes 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.
F10Includes 15,719 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. The reported number of shares is net of 4,676 shares withheld by the Issuer for tax withholding purposes
F11Includes 1,000 shares directly owned.
F12Includes 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.
F13Includes 12,868 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 12,868 shares vest in equal 33% increments over a three year period, the first 33% vesting on November 22, 2018 and the subsequent vesting on each on each annual anniversary of the grant date thereafter.
F14Includes 12,172 restricted stock shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan and cliff vest on December 31, 2020, if, and only if, United Financial Bancorp, Inc. meets certain performance goals.
F15Transaction represents shares withheld by the Issuer for tax withholding purposes with respect to the vesting of Restricted Stock previously issued to the Reporting Person by the Issuer.
F16Shares allocated to the account of Mr. Crawford under the United Bank 401(k) Plan, of which all shares as vested.
F17Stock 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.
F18Stock 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.
F19Stock 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.
F2Includes 7,466 shares of restricted stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 15,167 shares cliff vested on June 30, 2017, if and only if, United Financial Bancorp, Inc. meets certain performance goals. Not all requirements were met, and as a result, this transaction represents the distribution of the original 15,167 granted shares decreased by 3,792 shares for not meeting those performance requirements. The reported number of shares is net of 3,909 shares withheld by the Issuer for tax withholding purposes.
F20Stock 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.
F21Stock 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.
F3Includes 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.
F4Includes 20,395 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.
F5Includes 12,889 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.
F6Includes 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.
F7Includes 11,411 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 12,889 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. The reported number is net of 1,478 shares withheld by the Issuer for tax withholding purposes.
F8Includes 7,440 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 3,900 shares withheld by the Issuer for tax withholding purposes.
F9Includes 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.