SEC Form 4 · accession 0001501364-18-000136

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

Nov 19, 2018

Accepted (ET)

Nov 21, 2018 · 4:19 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}	Nov 19, 2018	A	8,741	$0.00	A	53,777	D
Common Stock^{F1,F2,F3,F4,F5,F6,F7,F8,F9,F10,F11,F12,F14}	Nov 19, 2018	A	8,741	$0.00	A	62,518	D
Common Stock^F15	holding	—	—		—	14,451	I	By United Bank 401(k) Plan
Common Stock	holding	—	—		—	4,409	I	Held in IRA

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options^F16	$13.73	holding	—	—	—	Jun 20, 2015	Jun 20, 2024	Common Stock	4,783	4,783	D
Stock Options^F17	$13.25	holding	—	—	—	Jun 21, 2013	Jun 21, 2023	Common Stock	4,429	4,429	D
Stock Options^F18	$10.99	holding	—	—	—	Jun 21, 2012	Jun 21, 2022	Common Stock	50,739	50,739	D
Stock Options^F18	$13.25	holding	—	—	—	Jun 21, 2013	Jun 21, 2023	Common Stock	13,289	13,289	D
Stock Options^F17	$10.99	holding	—	—	—	Jun 21, 2012	Jun 21, 2022	Common Stock	18,009	18,009	D
Stock Options^F19	$13.73	holding	—	—	—	Jun 20, 2015	Jun 20, 2024	Common Stock	14,349	14,349	D

Explanation of responses

F1Includes 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.
F10Includes 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.
F11Includes 4,628 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 4,628 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 annual anniversary of the grant date thereafter.
F12Includes 4,072 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.
F13Transaction represents 8,741 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 8,741 shares vest in equal 33% increments over a three year period, the first 33% vesting on November 19, 2019 and the subsequent vesting on each annual anniversary of the grant date thereafter.
F14Transaction represents 8,741 restricted stock shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan and cliff vest on December 31, 2021, if, and only if, United Financial Bancorp, Inc. meets certain performance goals.
F15Shares allocated to the account of Mr. Newell under the United Bank 401(k) Plan, of which all shares are vested.
F16Stock options granted pursuant to the Rockville Financial, Inc.'s 2006 Stock Incentive 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.
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 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.
F18Stock 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.
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 at the one year anniversary of the grant date and an additional 25% to vest on each annual anniversary of the grant date thereafter.
F2Includes 4,527 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 annual anniversary of the grant date thereafter. The reported number is net of 1,349 shares withheld by the Issuer for tax withholding purposes.
F3Includes 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. 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 418 shares withheld by the Issuer for tax withholding purposes.
F4Includes 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.
F5Includes 1,787 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 944 shares withheld by the Issuer for tax withholding purposes.
F6Includes 5,876 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.
F7Includes 3,361 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 3,796 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 435 shares withheld by the Issuer for tax withholding purposes.
F8Includes 3,796 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.
F9Includes 2,687 shares of restricted stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 5,462 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 5,462 granted shares decreased by 1,366 shares for not meeting those performance requirements. The reported number of shares is net of 1,409 shares withheld by the Issuer for tax withholding purposes.