Sec Form 4 Filing - Zaitzeff Michael @ BERKSHIRE HILLS BANCORP INC - 2022-03-16

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Zaitzeff Michael 2. Issuer Name and Ticker or Trading Symbol BERKSHIRE HILLS BANCORP INC [ BHLB] 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 HOLDCO ASSET MANAGEMENT, LP, 300 SE 2ND STREET, SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 03/16/2022 (Street) FORT LAURDERDALE, FL33301 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 2,248 I By Stock Award II( 1 )( 2 )( 4 ) Common Stock 1,048 I By Stock Award I( 1 )( 2 )( 3 ) Common Stock 03/16/2022 J( 5 ) 1,673,202( 5 ) D 0 I By HoldCo Opportunities Fund III( 1 )( 2 ) Common Stock 03/16/2022 J( 6 ) 398,923( 6 ) A 398,923 I VM GP VII( 2 )( 7 ) Common Stock 03/16/2022 J( 8 ) 1,274,279( 8 ) A 1,274,279 I HOF III Fund( 2 )( 9 )

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 Zaitzeff Michael C/O HOLDCO ASSET MANAGEMENT, LP 300 SE 2ND STREET, SUITE 600 FORT LAURDERDALE, FL33301 X Signatures /s/ Michael Zaitzeff 03/16/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Securities of the Issuer beneficially owned directly by HoldCo Opportunities Fund III, L.P. ("HoldCo Fund"). VM GP VII LLC ("VM GP VII"), as the general partner of HoldCo Fund, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HoldCo Fund. HoldCo Asset Management, LP ("HoldCo Asset Management"), as the investment manager of HoldCo Fund, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HoldCo Fund. VM GP II LLC ("VM GP II"), as the general partner of HoldCo Asset Management, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HoldCo Fund. The Reporting Person, as a managing member of each of VM GP II and VM GP VII, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HoldCo Fund. ( 2 )The Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. ( 3 )Stock Awards granted pursuant to the Berkshire Hills Bancorp, Inc. 2018 Equity Compensation Plan vest in three equal annual installments beginning on January 30, 2022. HOF III Fund (as defined below) and VM GP VII will each receive its proportionate share of the economic benefits, if any, of this Stock Award. ( 4 )Stock Awards granted pursuant to the Berkshire Hills Bancorp, Inc. 2018 Equity Compensation Plan vest 100% on January 30, 2023. HOF III Fund (as defined below) and VM GP VII will each receive its proportionate share of the economic benefits, if any, of this Stock Award. ( 5 )On March 16, 2022, Holdco Fund engaged in a distribution of all the shares of common stock of the Issuer beneficially owned by it to HOF III Liquidating Partnership L.P. ("HOF III Fund") and VM GP VII for no consideration (the "Holdco Fund Distribution"). Represents the distribution of 1,673,202 shares of common stock of the Issuer held by Holdco Fund pursuant to the Holdco Fund Distribution. ( 6 )VM GP VII received 398,923 shares of common stock of the Issuer in the Holdco Fund Distribution. ( 7 )Securities of the Issuer beneficially owned directly by VM GP VII. The Reporting Person, as a managing member of VM GP VII, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by VM GP VII. ( 8 )HOF III Fund received 1,274,279 shares of common stock of the Issuer in the Holdco Fund Distribution. ( 9 )Securities of the Issuer beneficially owned directly by HOF III Fund. VM GP VII, as the general partner of HOF III Fund, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HOF III Fund. HoldCo Asset Management, as the investment manager of HOF III Fund, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HOF III Fund. VM GP II, as the general partner of HoldCo Asset Management, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HOF III Fund. The Reporting Person, as a managing member of each of VM GP II and VM GP VII, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HOF III Fund.

Remarks: The transfer of shares of common stock reported herein is related to the distribution by HoldCo Fund of a number of securities, and is not an indication of the Reporting Person's view on the future prospects of the Issuer.

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 Number.