SEC Form 4 · accession 0001501364-18-000137

United Financial Bancorp, Inc. · UBNK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Mark A Kucia

Officer — EVP

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,F14,F15,F16,F17}	Nov 19, 2018	A	3,809	$0.00	A	66,389	D
Common Stock^{F1,F2,F3,F4,F5,F6,F7,F8,F9,F10,F11,F12,F13,F14,F15,F16,F18}	Nov 19, 2018	A	3,809	$0.00	A	70,198	D
Common Stock^F19	holding	—	—		—	27,955	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^F20	$10.99	holding	—	—	—	Jun 21, 2012	Jun 21, 2022	Common Stock	63,536	63,536	D
Stock Options^F21	$7.42	holding	—	—	—	Nov 15, 2010	Nov 15, 2020	Common Stock	5,187	5,187	D
Stock Options^F22	$10.99	holding	—	—	—	Jun 21, 2012	Jun 21, 2022	Common Stock	22,552	22,552	D
Stock Options^F20	$13.25	holding	—	—	—	Jun 21, 2013	Jun 21, 2023	Common Stock	4,945	4,945	D
Stock Options^F23	$9.50	holding	—	—	—	Sep 2, 2011	Sep 2, 2021	Common Stock	15,091	15,091	D
Stock Options^F24	$6.09	holding	—	—	—	Mar 16, 2009	Mar 16, 2019	Common Stock	9,479	9,479	D
Stock Options^F22	$13.25	holding	—	—	—	Jun 21, 2013	Jun 21, 2023	Common Stock	14,835	14,835	D
Stock Options^F25	$13.73	holding	—	—	—	Jun 20, 2015	Jun 20, 2024	Common Stock	9,566	9,566	D
Stock Options^F26	$13.73	holding	—	—	—	Jun 20, 2015	Jun 20, 2024	Common Stock	3,188	3,188	D

Explanation of responses

F1Includes 3,908 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 5,928 performance shares became 100% vested at target. The reported number of shares is net of 2,020 shares withheld by the Issuer for tax withholding purposes.
F10Includes 1,969 shares of restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 2,000 shares (x 1.5167 exchange ratio become 3,033 shares) will become vested in equal 20% increments over a five year period, the first 20% vesting on March 16, 2009 and the subsequent vesting on each annual anniversary of that date. The reported number of shares is net of 1,064 shares (302 x 1.5167 exchange ratio became 458 shares in March 2011, plus 606 shares since that time) withheld by the Issuer for tax withholding purposes.
F11Includes 11,753 restricted shares granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 17,783 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 6,030 shares withheld by the Issuer for tax withholding purposes.
F12Includes 1,981 shares of restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 2,000 shares (x 1.5167 exchange ratio become 3,033 shares) vest in equal 20% increments over a five year period, the first 20% vesting on November 15, 2010 and the subsequent vesting on each annual anniversary of that date. 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 1,052 shares (103 x 1.5167 exchange ratio became 156 shares in March 2011, plus 896 shares since that time) withheld by the Issuer for tax withholding purposes.
F13Includes 3,389 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.
F14Includes 3,856 shares of restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 4,000 shares (x 1.5167 exchange ratio become 6,066 shares) will become exercisable in equal 20% increments over a five year period, the first 20% becoming exercisable on February 20, 2008 and the subsequent vesting on each annual anniversary of that date. The reported number of shares is net of 2,210 shares (1,188 x 1.5167 exchange ratio became 1,801 shares in March 2011. Plus 409 shares since that time) withheld by the Issuer for tax withholding purposes.
F15Includes 3,884 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 3,884 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.
F16Includes 3,185 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.
F17Transaction represents 3,809 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 3,809 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.
F18Transaction represents 3,809 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.
F19Shares allocated to the account of Mr. Kucia under the United Bank 401(k) Plan, of which all shares are vested.
F2Includes 5,386 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.
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 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.
F21Stock options granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan and will become exercisable in equal 20% increments over a five year period, the first 20% becoming exercisable on November 15, 2010 and the subsequent vesting on each annual anniversary of that date. 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.
F22Stock 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.
F23Stock options granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan and will become exercisable in equal 20% increments over a five year period, the first 20% becoming exercisable on September 2, 2011 and the subsequent vesting on each annual anniversary of that date. 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.
F24Stock options granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan and will become exercisable in equal 20% increments over a five year period, the first 20% becoming exercisable on March 16, 2009 and the subsequent vesting on each annual anniversary of that date.
F25Stock 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.
F26Stock 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.
F3Includes 4,146 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The Original grant of 5,386 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 1,240 shares withheld by the Issuer for tax withholding purposes.
F4Includes 1,915 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 2,976 shares vest in equal 20% increments over a five year period, the first 20% vesting on September 2, 2011 and the subsequent vesting on each annual anniversary of that date. 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 1,061 shares withheld by the Issuer for tax withholding purposes.
F5Includes 895 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 1,358 performance shares became 100% vested at target. The reported number of shares is net of 463 shares withheld by the Issuer for tax withholding purposes.
F6Includes 1,789 shares of restricted stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 3,641 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 3,641 granted shares decreased by 911 shares for not meeting those performance requirements. The reported number of shares is net of 941 shares withheld by the Issuer for tax withholding purposes.
F7Includes 2,998 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 3,389 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 391 shares withheld by the Issuer for tax withholding purposes.
F8Includes 891 Shares of Restricted Stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 1,358 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 467 shares withheld by the Issuer for tax withholding purposes.
F9Includes 1,186 restricted shares granted pursuant to the Rockville Financial, Inc. 2012 Stock Incentive Plan. The original grant of 1,820 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 anniversary of the grant date in following years. The reported number of shares is net of 634 shares withheld by the Issuer for tax withholding purposes.