Sec Form 4 Filing - Schweighoffer Michael T @ First Connecticut Bancorp, Inc. - 2018-10-01

Insider filing report for Changes in Beneficial Ownership
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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
Schweighoffer Michael T
2. Issuer Name and Ticker or Trading Symbol
First Connecticut Bancorp, Inc. [ FBNK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, Chief Lending Officer
(Last) (First) (Middle)
C/O FIRST CONNECTICUT BANCORP, INC., 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 10,100 D 0 I Joint with Wife
Common Stock 10/01/2018 D 6,879 D 0 I ESOP
Common Stock 10/01/2018 D 51,235 D 0 D
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 $ 12.95 10/01/2018 D 135,000 09/05/2012 09/05/2022 Common Stock 135,000 ( 2 ) 0 D
Restricted Stock Units $ 25.75 10/01/2018 D 1,064 02/21/2018 02/21/2020 Common Stock 1,064 ( 3 ) 0 D
Restricted Stock Units $ 24.45 10/01/2018 D 3,192 02/21/2020 02/21/2020 Common Stock 3,192 ( 3 ) 0 D
Restricted Stock Units $ 25.05 10/01/2018 D 2,084 02/28/2019 02/28/2021 Common Stock 2,084 ( 3 ) 0 D
Restricted Stock Units $ 25.05 10/01/2018 D 3,234 02/28/2021 02/28/2021 Common Stock 3,234 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schweighoffer Michael T
C/O FIRST CONNECTICUT BANCORP, INC.
ONE FARM GLEN BOULEVARD
FARMINGTON, CT06032
EVP, Chief Lending Officer
Signatures
/s/ Michael T. Schweighoffer 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 )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).
( 3 )Pursuant to the Merger Agreement, each FCB performance-based restricted stock unit ("PSU"), whether or not then vested or free of conditions to payment, was cancelled and converted automatically into the right to receive a number of shares of People's United Common Stock equal to the product of (i) the number of shares of FCB Common Stock subject to such PSU at the target level of performance applicable to such PSU, as determined in accordance with the applicable award agreement pursuant to which such PSU was granted multiplied by (ii) 1.725, with cash payable in lieu of fractional shares.

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