SEC Form 4 · accession 0001567619-18-003602

First Connecticut Bancorp, Inc. · FBNK

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

Reporting owner

Catherine M Burns

Officer — EVP, Chief Risk Officer

Period of report

Oct 1, 2018

Accepted (ET)

Oct 3, 2018 · 11:22 am EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001511198

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common Stock^F1	Oct 1, 2018	D	4,500	—	D	I	IRA
Common Stock^F1	Oct 1, 2018	D	6,805	—	D	I	ESOP
Common Stock^F1	Oct 1, 2018	D	28,444	—	D	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Options^F2	$12.95	Oct 1, 2018	D	68,400	D	Sep 5, 2012	Sep 5, 2022	Common Stock	68,400	D
Restricted Stock Units^F3	$25.75	Oct 1, 2018	D	810	D	Feb 21, 2018	Feb 21, 2020	Common Stock	810	D
Restricted Stock Units^F3	$24.45	Oct 1, 2018	D	2,430	D	Feb 21, 2020	Feb 21, 2020	Common Stock	2,430	D
Restricted Stock Units^F3	$25.05	Oct 1, 2018	D	1,574	D	Feb 28, 2019	Feb 28, 2021	Common Stock	1,574	D
Restricted Stock Units^F3	$25.05	Oct 1, 2018	D	2,443	D	Feb 28, 2021	Feb 28, 2021	Common Stock	2,443	D

Explanation of responses

F1Disposed of pursuant to the Agreement and Plan of Merger, dated as of June 18, 2018 (the "Merger Agreement"), by and between First Connecticut Bancorp, Inc. ("FCB") and People's United Financial, Inc. ("People's United"), in exchange for 1.725 shares of common stock of People's United ("People's United Common Stock") per share of common stock of FCB ("FCB Common Stock"), having a market value per share of FCB of $29.0835 (based on the value of 1.725 shares of People's United Common Stock at the close of trading on October 1, 2018, the closing date of the merger), with cash payable in lieu of any fractional shares.
F2Per the Merger Agreement, each option to purchase shares of FCB Common Stock that was outstanding, unexercised, and vested immediately prior to the merger was cancelled and converted automatically into the right to receive a number of shares of People's United Common Stock equal to the quotient of (i) the product of (A) the number of shares of FCB Common Stock subject to such option multiplied by (B) the excess, if any, of the Per Share Stock Consideration over the exercise price per share of FCB Common Stock of such option, divided by (ii) $17.296, which is the average closing-sale price of People's United Common Stock for the five full trading days ending on the trading day immediately preceding October 1, 2018 (merger closing), with cash payable in lieu of any fractional shares. "Per Share Stock Consideration" is $29.8356, which is equal to the product of (A) the Exchange Ratio (1.725) multiplied by (B) the Purchaser Share Closing Price ($17.296).
F3Pursuant to the Merger Agreement, each FCB performance-based restricted stock unit ("PSU"), whether or not then vested or free of conditions to payment, was cancelled and converted automatically into the right to receive a number of shares of People's United Common Stock equal to the product of (i) the number of shares of FCB Common Stock subject to such PSU at the target level of performance applicable to such PSU, as determined in accordance with the applicable award agreement pursuant to which such PSU was granted multiplied by (ii) 1.725, with cash payable in lieu of fractional shares.