SEC Form 4 · accession 0001567619-18-003605

First Connecticut Bancorp, Inc. · FBNK

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

Reporting owner

John A Green

Director

Period of report

Oct 1, 2018

Accepted (ET)

Oct 3, 2018 · 11:26 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	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Oct 1, 2018	D	1,492	—	D	0	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^F3,F4,F5	$16.99	Oct 1, 2018	D	10,000	D	Sep 15, 2015	Sep 15, 2025	Common Stock	10,000	0	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.
F2300 of the Shares reported are held Jointly with Spouse.
F3Stock options granted pursuant to the First Connecticut Bancorp, Inc.'s 2012 Stock Incentive Plan and are exercisable in equal 20% increments over a five year period, the first 20% having vested on the grant date and the subsequent vesting on each September 15th of the following years.
F4Per 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).
F5Pursuant to the Merger Agreement, each option granted by FCB to purchase shares of FCB Common Stock, that was outstanding, unexercised and unvested immediately prior to the effective time of the merger was cancelled, and in consideration of such cancellation, People's United granted the holder of such cancelled FCB option a new option (a "Substitute Option") to acquire a number of shares of People's United Common Stock (rounded down to the nearest whole share) determined by multiplying (A) the number of shares of FCB Common Stock subject to such unvested FCB option immediately prior to the effective time of the merger by (B) 1.725, at an exercise price per share of FCB Common Stock (rounded up to the nearest whole cent) equal to (A) the per share exercise price for the shares of FCB Common Stock purchasable pursuant to such option divided by (B) 1.725, and having the same vesting conditions as applicable to the unvested option to which the Substitute Option relates.