FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Newell Eric R

2. Issuer Name and Ticker or Trading Symbol

United Financial Bancorp, Inc. [UBNK]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, CFO & Treasurer

(Last)          (First)          (Middle)

UNITED FINANCIAL BANCORP, INC.,  225 ASYLUM STREET

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2018 
(Street)

HARTFORD, CT 06103

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

2/13/2019 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock                 61022   D   (1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11) (12) (13) (14)  
Common Stock   12/31/2018     A   2264.267   A $0   16715.185   I   (15) (16) (17) By United Bank 401(k) Plan  
Common Stock                 4537.4995   I   (18) Held in IRA  

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YYYY)
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options   (19) $13.73                 6/20/2015   6/20/2024   Common Stock   4783.0     4783   D    
Stock Options   (20) $13.25                 6/21/2013   6/21/2023   Common Stock   4429.0     4429   D    
Stock Options   (21) $10.99                 6/21/2012   6/21/2022   Common Stock   50739.0     50739   D    
Stock Options   (21) $10.99                 6/21/2012   6/21/2022   Common Stock   18009.0     18009   D    
Stock Options   (20) $13.25                 6/21/2013   6/21/2023   Common Stock   13289.0     13289   D    
Stock Options   (22) $13.73                 6/20/2015   6/20/2024   Common Stock   14349.0     14349   D    

Explanation of Responses:
(1)  Includes 801 restricted stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, the original grant of 1,216 performance shares became 100% vested at target. The reported number of shares is net of 415 shares withheld by the Issuer for tax withholding purposes.
(2)  Includes 3,912 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 5,876 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 is net of 1,964 shares withheld by the Issuer for tax withholding purposes.
(3)  Includes 798 Shares of Restricted Stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 1,216 shares vest in four equal annual installments of 25%, with the first installment to vest on June 21, 2013 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 418 shares withheld by the Issuer for tax withholding purposes.
(4)  Includes 9,382 restricted shares granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 14,201 shares will vest in four equal annual installments of 25%, with the first installment to vest on June 21, 2012 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 4,819 shares withheld by the Issuer for tax withholding purposes.
(5)  Includes 1,787 restricted shares granted pursuant to the Rockville Financial, Inc. 2012 Stock Incentive Plan. The original grant of 2,731 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 944 shares withheld by the Issuer for tax withholding purposes.
(6)  Includes 5,876 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
(7)  Includes 2,964 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 3,796 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 annual anniversary of the grant date thereafter. The reported number of shares is net of 832 shares withheld by the Issuer for tax withholding purposes.
(8)  Includes 3,796 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.
(9)  Includes 5,462 restricted stock shares granted on June 20, 2014 pursuant to the Rockville Financial, Inc. 2012 Stock Incentive Plan and cliff vest on the third anniversary of the grant date, if, and only if, United Financial Bancorp, Inc. meets certain performance goals.
(10)  Includes 3,120 restricted stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, the original grant of 4,734 performance shares became 100% vested at target. The reported number of shares is net of 1,614 shares withheld by the Issuer for taxwithholding purposes.
(11)  Includes 4,144 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 4,628 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 484 shares withheld by the Issuer for tax withholding purposes.
(12)  Includes 4,072 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.
(13)  Includes 8,741 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 8,741 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.
(14)  Includes 8,741 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.
(15)  Shares allocated to the account of Mr. Newell under the United Bank 401(k) Plan, of which all shares are vested.
(16)  Additional non-reportable shares acquired in the United Bank 401(k) Plan during 2018, not previously reported.
(17)  The following correction is noted at this time related to shares inadvertently reported incorrectly. The addition of a total of 100.00 shares is related to the Form 5 filed on February 13, 2019.
(18)  Includes additional non-reportable shares acquired through dividend reinvestment during 2018, not previously reported.
(19)  Stock options granted pursuant to the Rockville Financial, Inc.'s 2006 Stock Incentive 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.
(20)  Stock 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.
(21)  Stock 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.
(22)  Stock 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Newell Eric R
UNITED FINANCIAL BANCORP, INC.
225 ASYLUM STREET
HARTFORD, CT 06103


EVP, CFO & Treasurer

Signatures
/s/ Marliese L. Shaw by POA 3/28/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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