SEC Form 4/A · accession 0001501364-18-000070
United Financial Bancorp, Inc. · UBNK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
William HW Crawford IV
Officer — CEO & President · Director
Period of report
May 24, 2018
Accepted (ET)
May 30, 2018 · 4:31 pm EDT
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 | May 24, 2018 | M | 30,000 | $10.54 | A | 179,369 | D | |
| Common StockF2,F3,F4,F5,F6,F7,F8,F9,F10,F11,F12,F13,F14,F15,F16 | May 24, 2018 | S | 30,000 | $17.42 | D | 149,369 | D | |
| Common StockF1 | holding | — | — | — | 17,391 | 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 OptionsF18 | $10.54 | May 24, 2018 | X | 30,000 | D | Mar 15, 2011 | Jan 3, 2021 | Common Stock | 30,000 | 14,685 | D |
| Stock OptionsF17 | $13.73 | holding | — | — | — | Jun 20, 2015 | Jun 20, 2024 | Common Stock | 6,702 | 6,702 | D |
| Stock OptionsF19 | $10.99 | holding | — | — | — | Jun 21, 2012 | Jun 21, 2022 | Common Stock | 176,788 | 176,788 | D |
| Stock OptionsF19 | $13.25 | holding | — | — | — | Jun 21, 2013 | Jun 21, 2023 | Common Stock | 16,346 | 16,346 | D |
| Stock OptionsF20 | $10.99 | holding | — | — | — | Jun 21, 2012 | Jun 21, 2022 | Common Stock | 62,750 | 62,750 | D |
| Stock OptionsF20 | $13.25 | holding | — | — | — | Jun 21, 2013 | Jun 21, 2023 | Common Stock | 49,038 | 49,038 | D |
| Stock OptionsF21 | $13.73 | holding | — | — | — | Jun 20, 2015 | Jun 20, 2024 | Common Stock | 20,107 | 20,107 | D |
Explanation of responses
- F1Shares allocated to the account of Mr. Crawford under the United Bank 401(k) Plan, of which all shares are vested.
- F10Includes 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.
- F11Includes 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.
- F12Includes 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.
- F13Includes 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.
- F14Includes 12,172 restricted 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.
- F15Includes 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 subsequent vesting on each annual anniversary of the grant date thereafter.
- F16The following corrections are noted at this time related to shares inadvertently reported incorrectly. The addition of a total of 738.685 shares is related to the Form 4 filed on January 23, 2012, the Form 5 filed on February 1, 2013, and the Form 5 filed on February 12, 2015 and all subsequent filings since then.
- F17Stock 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.
- F18Stock 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.
- F19Stock 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.
- F2Includes 15,179 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 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.
- F20Stock 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.
- 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 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.
- F4Includes 11,411 restricted shares granted pursuant to the Untied 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 annual anniversary of the grant date thereafter. The reported number of shares is net of 1,478 shares withheld by the Issuer for the tax withholding purposes.
- F5Includes 7,466 shares of restricted stock pursuant to the Rockville Financials, Inc.'s 2012 Stock Incentive Plan. The original grant of 15,167 shares 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.
- F6Includes 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.
- F7Includes 1,000 shares directly owned.
- F8Includes 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.
- F9Includes 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.