Sec Form 4 Filing - Green John A @ First Connecticut Bancorp, Inc. - 2018-10-01

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 Green John A 2. Issuer Name and Ticker or Trading Symbol First Connecticut Bancorp, Inc. [ FBNK] 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 FARMINGTON BANK, ONE FARM GLEN BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2018 (Street) FARMINGTON, CT06032 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 10/01/2018 D 1,492 D 0 D ( 2 )

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 ( 3 ) $ 16.99 10/01/2018 D 10,000 09/15/2015 09/15/2025 Common Stock 10,000 ( 4 ) ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Green John A C/O FARMINGTON BANK ONE FARM GLEN BOULEVARD FARMINGTON, CT06032 X Signatures /s/ John A. Green by POA 10/02/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the Agreement and Plan of Merger, dated as of June 18, 2018 (the "Merger Agreement"), by and between First Connecticut Bancorp, Inc. ("FCB") and People's United Financial, Inc. ("People's United"), in exchange for 1.725 shares of common stock of People's United ("People's United Common Stock") per share of common stock of FCB ("FCB Common Stock"), having a market value per share of FCB of $29.0835 (based on the value of 1.725 shares of People's United Common Stock at the close of trading on October 1, 2018, the closing date of the merger), with cash payable in lieu of any fractional shares. ( 2 )300 of the Shares reported are held Jointly with Spouse. ( 3 )Stock options granted pursuant to the First Connecticut Bancorp, Inc.'s 2012 Stock Incentive Plan and are exercisable in equal 20% increments over a five year period, the first 20% having vested on the grant date and the subsequent vesting on each September 15th of the following years. ( 4 )Per the Merger Agreement, each option to purchase shares of FCB Common Stock that was outstanding, unexercised, and vested immediately prior to the merger was cancelled and converted automatically into the right to receive a number of shares of People's United Common Stock equal to the quotient of (i) the product of (A) the number of shares of FCB Common Stock subject to such option multiplied by (B) the excess, if any, of the Per Share Stock Consideration over the exercise price per share of FCB Common Stock of such option, divided by (ii) $17.296, which is the average closing-sale price of People's United Common Stock for the five full trading days ending on the trading day immediately preceding October 1, 2018 (merger closing), with cash payable in lieu of any fractional shares. "Per Share Stock Consideration" is $29.8356, which is equal to the product of (A) the Exchange Ratio (1.725) multiplied by (B) the Purchaser Share Closing Price ($17.296). ( 5 )Pursuant to the Merger Agreement, each option granted by FCB to purchase shares of FCB Common Stock, that was outstanding, unexercised and unvested immediately prior to the effective time of the merger was cancelled, and in consideration of such cancellation, People's United granted the holder of such cancelled FCB option a new option (a "Substitute Option") to acquire a number of shares of People's United Common Stock (rounded down to the nearest whole share) determined by multiplying (A) the number of shares of FCB Common Stock subject to such unvested FCB option immediately prior to the effective time of the merger by (B) 1.725, at an exercise price per share of FCB Common Stock (rounded up to the nearest whole cent) equal to (A) the per share exercise price for the shares of FCB Common Stock purchasable pursuant to such option divided by (B) 1.725, and having the same vesting conditions as applicable to the unvested option to which the Substitute Option relates.

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