Sec Form 4 Filing - Aiello Paula A @ United Financial Bancorp, Inc. - 2016-11-22

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Aiello Paula A
2. Issuer Name and Ticker or Trading Symbol
United Financial Bancorp, Inc. [ UBNK]
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)
UNITED FINANCIAL BANCORP, INC., 45 GLASTONBURY BLVD.
3. Date of Earliest Transaction (MM/DD/YY)
11/22/2016
(Street)
GLASTONBURY, CT06033
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 11/22/2016 A 1,796 A $ 0 16,944 D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )
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
Stock Options $ 9.61 12/01/2010 12/01/2019 Common Stock 13,808 13,808 D ( 6 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Aiello Paula A
UNITED FINANCIAL BANCORP, INC.
45 GLASTONBURY BLVD.
GLASTONBURY, CT06033
X
Signatures
/s/ Marliese L. Shaw by POA 11/23/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, restricted stock awards become fully vested as of April 30, 2014 upon Change in Control.
( 2 )Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, each share of United Financial Bancorp, Inc. was exchanged for 1.3472 shares of Rockville Financial, Inc. At legal close, Rockville Financial, Inc. changed its name to United Financial Bancorp, Inc. in connection with the merger of United Financial Bancorp, Inc. into Rockville Financial, Inc..
( 3 )Includes 1,820 shares of Restricted Stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan and shall vest on the first annual anniversary of the grantdate.
( 4 )Includes 2,209 shares of Restricted Stock granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan and shall vest on the first annual anniversary of the November 18, 2015 grant date.
( 5 )Transaction represents 1,796 shares of Restricted Stock granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan and shall vest on the first annual anniversary of the November 22, 2016 grant date.
( 6 )Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, each option to purchase a share of United Financial Bancorp, Inc. was converted into an option to purchase 1.3472 shares of Rockville Finacnial, Inc. common stock, truncated down to the nearest whole share. At legal close, Rockville Financial, Inc. changed its name to United Financial Bancorp, Inc. in connection with the merger of United Financial Bancorp, Inc. into Rockville Financial, Inc. The exercise price per share for each converted option is determined by dividing the exercise price of such converted option by the 1.3472 exchange ratio, with such quotient rounded to the nearest whole cent. All such options became vested and exercisable at legal close.
( 7 )Stock options are 100% vested as of April 30, 2014

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.