Sec Form 4 Filing - Warburg Pincus Private Equity X, L.P. @ WEBSTER FINANCIAL CORP - 2013-05-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Warburg Pincus Private Equity X, L.P. 2. Issuer Name and Ticker or Trading Symbol WEBSTER FINANCIAL CORP [ WBS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 05/13/2013 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share ("Common Stock") 05/13/2013 S 8,744,850 D $ 22.5 0 ( 5 ) ( 1 ) ( 2 ) ( 3 ) ( 4 ) I See footnotes ( 5 ) ( 1 ) ( 2 ) ( 3 ) ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Warburg Pincus Private Equity X, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X Warburg Pincus X Partners, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X X Warburg Pincus X LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X X Warburg Pincus Partners LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X X WARBURG PINCUS & CO. 450 LEXINGTON AVENUE NEW YORK NY, NY100173147 X X WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X X KAYE CHARLES R C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X X Landy Joseph P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X X Warburg Pincus X, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK, NY10017 X X Signatures /s/ Scott A. Arenare, Attorney-in-fact 05/14/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Prior to the transaction reported herein, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, together with an affiliated limited partnership (together, "WP X"), was the holder of 8,744,850 shares of common stock, par value $0.01 per share ("Common Stock") of Webster Financial Corporation ("WBS"). On May 13, 2013, WP X sold 8,744,850 shares of Common Stock of WBS in the aggregate to J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. for $22.50 a share, pursuant to an Underwriting Agreement dated as of May 8, 2013, among WP X, WBS, J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. After giving effect to the transaction, WP X is no longer a holder of shares of Common Stock. ( 2 )By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP") and the general partner of WP X; Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC") and the general partner of WP X LP; Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners") and the sole member of WP X LLC; Warburg Pincus & Co., a New York general partnership ("WP") and the managing member of WP Partners; Warburg Pincus LLC, a New York limited liability company ("WP LLC") that manages WP X; and Messrs. Charles R. Kaye and Joseph P. Landy, each Managing General Partners of WP and Managing Members and Co-Presidents of WP LLC, may have been deemed to be the beneficial owner of the shares of Common Stock held by WP X. Messrs. Charles R. Kaye and Joseph P. Landy may have also been deemed to control (continued in footnote 3) ( 3 )WP X, WP X LP, WP X LLC, WP Partners, WP and WP LLC. Each of WP X, WP X LP, WP X LLC, WP Partners, WP, WP LLC, and Messrs. Charles R. Kaye and Joseph P. Landy was a "Reporting Person," and, collectively, the "Warburg Pincus Reporting Persons". ( 4 )Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons, other than WP X, herein states that this filing shall not be deemed an admission that he or it was the beneficial owner of any of the shares of Common Stock covered by this Statement. Each of WP X LP, WP X LLC, WP Partners, WP, WP LLC, and Messrs. Charles R. Kaye and Joseph P. Landy disclaims beneficial ownership of the Common Stock except to the extent of its or his pecuniary interest in such shares of Common Stock. ( 5 )Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Persons, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person.

Remarks: Solely for purposes of Section 16 of the Exchange Act, each of WP X, WP X LP, WP X LLC, WP Partners and WP may have been deemed a director-by-deputization by virtue of WP X's contractual right to designate a representative to serve on the board of directors of WBS, which contractual right expired on March 22, 2013, when the Warburg Pincus Reporting Persons ceased to own at least 9.9% of the outstanding Common Stock. David A. Coulter became a director of WBS on July 27, 2009, and remains a director through the date of this report. Mr. Coulter is a Partner of WP and a Vice-Chairman of WP LLC. See Signatures of Warburg Pincus Reporting Persons attached as Exhibit 99.1.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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