SEC Form 4 · accession 0001567619-18-003610
First Connecticut Bancorp, Inc. · FBNK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael T Schweighoffer
Officer — EVP, Chief Lending Officer
Period of report
Oct 1, 2018
Accepted (ET)
Oct 3, 2018 · 11:33 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 StockF1 | Oct 1, 2018 | D | 10,100 | — | D | 0 | I | Joint with Wife |
| Common StockF1 | Oct 1, 2018 | D | 6,879 | — | D | 0 | I | ESOP |
| Common StockF1 | Oct 1, 2018 | D | 51,235 | — | 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 OptionsF2 | $12.95 | Oct 1, 2018 | D | 135,000 | D | Sep 5, 2012 | Sep 5, 2022 | Common Stock | 135,000 | 0 | D |
| Restricted Stock UnitsF3 | $25.75 | Oct 1, 2018 | D | 1,064 | D | Feb 21, 2018 | Feb 21, 2020 | Common Stock | 1,064 | 0 | D |
| Restricted Stock UnitsF3 | $24.45 | Oct 1, 2018 | D | 3,192 | D | Feb 21, 2020 | Feb 21, 2020 | Common Stock | 3,192 | 0 | D |
| Restricted Stock UnitsF3 | $25.05 | Oct 1, 2018 | D | 2,084 | D | Feb 28, 2019 | Feb 28, 2021 | Common Stock | 2,084 | 0 | D |
| Restricted Stock UnitsF3 | $25.05 | Oct 1, 2018 | D | 3,234 | D | Feb 28, 2021 | Feb 28, 2021 | Common Stock | 3,234 | 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.
- 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.