SEC Form 4 · accession 0000801337-16-000255
WEBSTER FINANCIAL CORP · WBS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James Copenhaver Smith
Officer — Chairman & Chief Executive Off · Director
Period of report
Dec 9, 2016
Accepted (ET)
Dec 12, 2016 · 5:31 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000801337
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 9, 2016 | M | 64,483 | $48.88 | A | 424,210 | D | |
| Common StockF1 | Dec 9, 2016 | F | 61,085 | $54.32 | D | 363,125 | D | |
| Common Stock | holding | — | — | — | 134,908 | I | 401(k)/ESOP | |
| Common Stock | holding | — | — | — | 10,554 | I | Directly by Spouse | |
| Common Stock | holding | — | — | — | 5,698 | I | Directly by Spouse IRA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF2 | $48.88 | Dec 9, 2016 | M | 64,483 | A | Dec 19, 2007 | Dec 19, 2016 | Common Stock | 64,483 | 0 | D |
| Stock OptionF2 | $12.85 | holding | — | — | — | Dec 16, 2009 | Dec 16, 2018 | Common Stock | 113,674 | 113,674 | D |
| Stock OptionF2 | $32.03 | holding | — | — | — | Dec 18, 2008 | Dec 18, 2017 | Common Stock | 106,199 | 106,199 | D |
| Stock OptionF3 | $23.81 | holding | — | — | — | Feb 22, 2013 | Feb 22, 2022 | Common Stock | 112,371 | 112,371 | D |
| Stock OptionF3 | $23.00 | holding | — | — | — | Feb 20, 2014 | Feb 20, 2023 | Common Stock | 126,373 | 126,373 | D |
| Phantom StockF4,F5 | — | holding | — | — | — | — | — | Common Stock | 227,178 | 227,178 | I |
Explanation of responses
- F1The reporting person exercised 64,483 stock options using 61,085 shares owned to pay the exercise price and the withholding taxes incurred in connection with the exercise.
- F24 yr. incremental vesting - 25% vests each year for 4 years.
- F33 yr. incremental vesting - 33-1/3% vests each year for 3 years.
- F4Each share of phantom stock represents the right to receive one share of Webster Financial Corporation common stock or the cash value thereof. These shares are held in the Webster Deferred Compensation Plan.
- F5Shares of phantom stock are payable in shares or in cash following termination of the reporting person's employment with Webster Financial Corporation.