SEC Form 5 · accession 0001501364-19-000028

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, 2018

Accepted (ET)

Feb 13, 2019 · 5:08 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^F12,F13	Dec 31, 2018	A	637	$0.00	A	6,427	I	United Bank 401(k) plan
Common Stock^{F1,F2,F3,F4,F5,F6,F7,F8,F9,F10,F11}	holding	—	—		—	44,103	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options^F14	$13.73	holding	—	—	—	Jun 20, 2015	Jun 20, 2024	Common Stock	3,730	3,730	D
Stock Options^F15	$10.99	holding	—	—	—	Jun 21, 2012	Jun 21, 2022	Common Stock	23,525	23,525	D
Stock Options^F16	$13.25	holding	—	—	—	Jun 21, 2013	Jun 21, 2023	Common Stock	8,447	8,447	D
Stock Options^F16	$10.99	holding	—	—	—	Jun 21, 2012	Jun 21, 2022	Common Stock	8,350	8,350	D
Stock Options^F17	$13.25	holding	—	—	—	Jun 21, 2013	Jun 21, 2023	Common Stock	2,815	2,815	D
Stock Options^F14	$13.73	holding	—	—	—	Jun 20, 2015	Jun 20, 2024	Common Stock	11,192	11,192	D

Explanation of responses

F1Includes 2,394 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. The reported number of shares is net of 683 shares withheld by the Issuer for tax withholding purposes.
F10Includes 6,951 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 6,951 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.
F11Includes additional non-reportable shares acquired through dividend reinvestment during 2018, not previously reported.
F12Shares allocated to the account of Ms. Wynnick under the United Bank 401(k) Plan, of which all are vested.
F13Additional non-reportable shares acquired in the United Bank 401(k) Plan during 2018, not previously reported.
F14Stock 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.
F15Stock 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.
F16Stock 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.
F17Stock 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 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 1,385 restricted shares granted pursuant to the Rockville Financial, Inc. 2012 Stock Incentive Plan. The original grant of 2,130 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 745 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 3,051 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 annual anniversary of the grant date thereafter. The reported number of shares is net of 1,552 withheld by the Issuer for tax withholding purposes.
F7Includes 2,775 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 3,103 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. The reported number is net of 328 shares withheld by the Issuer for tax withholding purposes.
F8Includes 2,878 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.
F9Includes 6,951 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.