Sec Form 4 Filing - SMITH JAMES COPENHAVER @ WEBSTER FINANCIAL CORP - 2017-10-03

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
SMITH JAMES COPENHAVER
2. Issuer Name and Ticker or Trading Symbol
WEBSTER FINANCIAL CORP [ WBS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman & Chief Executive Off
(Last) (First) (Middle)
C/O WEBSTER FINANCIAL CORP, 145 BANK STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/03/2017
(Street)
WATERBURY, CT06702
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 10/03/2017 M 27,996 A $ 32.03 336,610 D
Common Stock 10/03/2017 F 22,068 D $ 52.82 314,542 D
Common Stock 139,922 I 401(k)/ESOP
Common Stock 10,554 I Directly by Spouse
Common Stock 5,698 I Directly by Spouse IRA
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 Option $ 32.03 10/03/2017 M 27,996 12/18/2008( 1 ) 12/18/2017 Common Stock 27,996 $ 0 27,995 D
Stock Option $ 12.85 12/16/2009( 1 ) 12/16/2018 Common Stock 113,674 113,674 D
Stock Option $ 23.81 02/22/2013( 2 ) 02/22/2022 Common Stock 112,371 112,371 D
Stock Option $ 23 02/20/2014( 2 ) 02/20/2023 Common Stock 126,373 126,373 D
Phantom Stock ( 3 ) ( 4 ) ( 4 ) Common Stock 236,204 236,204 I By Deferred Compensation Plan
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SMITH JAMES COPENHAVER
C/O WEBSTER FINANCIAL CORP
145 BANK STREET
WATERBURY, CT06702
X Chairman & Chief Executive Off
Signatures
Renee P. Seefried by Power of Attorney 10/04/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )4 yr. incremental vesting - 25% vests each year for 4 years.
( 2 )3 yr. incremental vesting - 33-1/3% vests each year for 3 years.
( 3 )Each share of phantom stock represents the right to receive one share of Webster Financial Corporation common stock or the cash value thereof. These shares are held in the Webster Deferred Compensation Plan.
( 4 )Shares of phantom stock are payable in shares or in cash following termination of the reporting person's employment with Webster Financial Corporation.

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).

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