Form Type: 4

SEC EDGAR Link
Accession Number:0001562180-22-003123
Date:2022-04-01
Issuer: PEOPLE'S UNITED FINANCIAL, INC. (PBCT)
Original Submission Date:

Reporting Person:

BERNER KRISTY
C/O PEOPLE'S UNITED BANK, N.A.
850 MAIN STREET BRIDGEPORT, CT 06604

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2022-04-01 D 41,224 d $0.00 0 direct
COMMON STOCK 2022-04-01 A 26,477 a $0.00 26,477 direct
COMMON STOCK 2022-04-01 D 26,477 d $0.00 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
EMPLOYEE OPTION TO BUY 17.6275 2022-04-01 deemed execution date D 36,959 (d) 2029-02-21 common stock 36,959 $17.63 0 direct
EMPLOYEE OPTION TO BUY 16.215 2022-04-01 deemed execution date D 44,501 (d) 2030-02-20 common stock 44,501 $16.22 0 direct
EMPLOYEE OPTION TO BUY 15.285 2022-04-01 deemed execution date D 27,941 (d) 2031-02-18 common stock 27,941 $15.29 0 direct
EMPLOYEE OPTION TO BUY 20.9325 2022-04-01 deemed execution date D 15,413 (d) 2032-02-17 common stock 15,413 $20.93 0 direct
Footnotes
IDfootnote
f1 on april 1, 2022, pursuant to an agreement and plan of merger (the "merger agreement"), bridge merger corp. ("merger sub"), a direct, wholly owned subsidiary of m&t bank corporation ("m&t"), merged with and into people's united financial, inc., a delaware corporation ("people's united") with people's united as the surviving entity (the "merger") and people's united then merged with and into m&t, with m&t as the surviving entity. pursuant to the merger agreement, each issued and outstanding share of people's united common stock was converted into the right to receive 0.118 of a share of m&t (the "exchange ratio").
f2 includes 15,913 shares of people's united restricted stock subject to time-based vesting conditions. pursuant to the merger agreement, at the effective time of the merger, such people's united restricted shares were converted into restricted shares of m&t common stock equal to the number of people's united restricted shares multiplied by the exchange ratio (rounded up or down to the nearest whole share). except as provided in the merger agreement, all shares of m&t common stock received in respect of such shares of people's united restricted stock will remain subject to the same time-based vesting conditions applicable to the original award.
f3 includes 561 shares owned indirectly through the people's united financial, inc. employee stock ownership plan (including 5 shares acquired through dividend reinvestment). information is based on 3/31/22 plan statement.
f4 the reporting person was previously granted people's united performance share units which provided for delivery of shares of people's united's common stock upon the achievement of specified performance criteria. pursuant to the merger agreement, at the effective time of the merger, the people's united outstanding performance share units were deemed earned based on the greater of target and actual level of performance through the effective time of the merger (as reasonably determined by the compensation committee of the people's united board of directors), and each such performance share unit was cancelled and the reporting person became entitled to receive time-vesting restricted share units denominated in shares of m&t common stock, as set forth in the merger agreement, in an amount calculated by multiplying the number of earned performance share units (including any applicable dividend equivalents) by the exchange ratio (rounded up or down to the nearest whole number).
f5 at the effective time of the merger, each outstanding option to purchase shares of people's united common stock (a "people's united option") ceased to represent an option to purchase shares of people's united common stock and was converted into an option to purchase a number of shares of m&t common stock (an "m&t option") equal to the product (rounded down to the nearest whole number) of (1) the number of shares of people's united common stock subject to such people's united option immediately prior to the effective time of the merger and (2) the exchange ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of people's united common stock of such people's united option immediately prior to the effective time of the merger divided by (b) the exchange ratio.
f6 these options vest in annual increments on 3/1/20 (33 1/3%); 3/1/21 (33 1/3%); and 3/1/22 (33 1/3%).
f7 these options vest in annual increments on 3/1/21 (33 1/3%); 3/1/22 (33 1/3%); and 3/1/23 (33 1/3%).
f8 these options vest in annual increments on 3/1/22 (33 1/3%); 3/1/23 (33 1/3%); and 3/1/24 (33 1/3%).
f9 these options vest in annual increments on 3/1/23 (33 1/3%); 3/1/24 (33 1/3%); and 3/1/25 (33 1/3%).
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