Sec Form 4 Filing - Crawford William HW IV @ United Financial Bancorp, Inc. - 2018-11-26

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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
Crawford William HW IV
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
X __ Officer (give title below) _____ Other (specify below)
CEO & President
(Last) (First) (Middle)
UNITED FINANCIAL BANCORP, INC., 225 ASYLUM STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/26/2018
(Street)
HARTFORD, CT06103
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 11/26/2018 F 2,133 D $ 15.86 176,630 D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 ) ( 16 ) ( 17 )
Common Stock 11/26/2018 F 1,834 D $ 15.67 174,796 D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 ) ( 16 ) ( 17 )
Common Stock 11/26/2018 F 1,347 D $ 15.67 173,449 D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 ) ( 16 ) ( 17 )
Common Stock 17,391.333 I ( 18 ) By United Bank 401(k) Plan
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 ( 19 ) $ 10.99 06/21/2012 06/21/2022 Common Stock 62,750 62,750 D
Stock Options ( 20 ) $ 10.99 06/21/2012 06/21/2022 Common Stock 168,973 168,973 D
Stock Options ( 21 ) $ 13.73 06/20/2015 06/20/2024 Common Stock 6,702 6,702 D
Stock Options ( 22 ) $ 13.73 06/20/2015 06/20/2024 Common Stock 20,107 20,107 D
Stock Options ( 19 ) $ 13.25 06/21/2013 06/21/2023 Common Stock 49,038 49,038 D
Stock Options ( 20 ) $ 13.25 06/21/2013 06/21/2023 Common Stock 16,346 16,346 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Crawford William HW IV
UNITED FINANCIAL BANCORP, INC.
225 ASYLUM STREET
HARTFORD, CT06103
X CEO & President
Signatures
/s/ Marliese L. Shaw by POA 11/28/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 7,466 shares of restricted stock granted pursuant to the Rockville Financials, Inc.'s 2012 Stock Incentive Plan. The original grant of 15,167 shares vested on June 30, 2017, if and only if, United Financial Bancorp, Inc. meets certain performance goals. Not all requirements were met, and as a result, this transaction represents the distribution of the original 15,167 granted shares decreased by 3,792 shares for not meeting those performance requirements. The reported number of shares is net of 3,909 shares withheld by the Issuer for tax withholding purposes.
( 2 )Includes 13,586 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 20,395 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 of shares is net of 6,809 shares withheld by the Issuer for tax withholding purposes.
( 3 )Includes 7,440 restricted shares granted pursuant to the Rockville Financial, Inc. 2012 Stock Incentive Plan. The original grant of 11,340 shares vest in equal 33% increments over a three year period, the first 33% vesting on June 20, 2015 and the subsequent vesting on each annual anniversary of the grant date thereafter. The reported number of shares is net of 3,900 shares withheld by the Issuer for tax withholding purposes.
( 4 )Includes 9,577 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 12,889 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 is net of 3,312 shares withheld by the Issuer for tax withholding purposes.
( 5 )Includes 45,956 restricted shares granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 71,861 shares 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 25,905 shares withheld by the Issuer for tax withholding purposes.
( 6 )Includes 1,000 shares directly owned.
( 7 )Includes 14,749 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 23,954 performance shares became 100% vested at target. The reported number of shares is net of 9,205 shares withheld by the Issuer for tax withholding purposes.
( 8 )Includes 2,802 Shares of Restricted Stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 4,490 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 1,688 shares withheld by the Issuer for tax withholding purposes.
( 9 )Includes 12,889 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.
( 10 )Includes 20,395 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.
( 11 )Includes 3,599 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 6,166 shares vest in equal 20% increments over a five year period, the first 20% vesting on March 15, 2011 and the subsequent vesting on each January 3rd of the following years. 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 2,567 shares withheld by the Issuer for tax withholding purposes.
( 12 )Includes 2,765 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 4,490 performance shares became 100% vested at target. The reported number of shares is net of 1,725 shares withheld by the Issuer for tax withholding purposes.
( 13 )Includes 12,172 restricted 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.
( 14 )Includes 11,521 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 12,868 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 1,347 shares withheld by the Issuer for tax withholding purposes.
( 15 )Includes 14,697 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 14,697 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.
( 16 )Includes 14,697 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.
( 17 )Transaction represents shares withheld by the Issuer for tax withholding purposes with respect to the vesting of Restricted Stock previously issued to the Reporting Person by the Issuer.
( 18 )Shares allocated to the account of Mr. Crawford under the United Bank 401(k) Plan, of which all shares as vested.
( 19 )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.
( 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 2006 Stock Incentive Award 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.
( 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.

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