SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DIVITTORIO THERESA

(Last)

(First)

(Middle)

C/O SUFFOLK BANCORP

4 WEST SECOND STREET; PO BOX 9000

(Street)

RIVERHEAD

11901

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SUFFOLK BANCORP [ SCNB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & Comptroller

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Suffolk Bancorp Common Stock	04/01/2017		D		3,031	D	⁽¹⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Suffolk Bancorp Option	$19.6	04/01/2017		D			2,500	10/22/2014	10/22/2023	Suffolk Bancorp Common Stock	2,500	⁽²⁾	0	D
Suffolk Bancorp Option	$19.6	04/01/2017		D			2,500	10/22/2015	10/22/2023	Suffolk Bancorp Common Stock	2,500	⁽²⁾	0	D
Suffolk Bancorp Option	$19.6	04/01/2017		D			2,500	10/22/2016	10/22/2023	Suffolk Bancorp Common Stock	2,500	⁽²⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of June 26, 2016 (the "Merger Agreement"), by and between Suffolk Bancorp ("Suffolk") and People's United Financial, Inc. ("People's United"), in exchange for 2.225 shares of common stock of People's United ("People's United Common Stock") per share of common stock of Suffolk ("Suffolk Common Stock"), having a market value per share of Suffolk of $40.495 (based on the value of 2.225 shares of People's United Common Stock at the close of trading on March 31, 2017, the closing date of the merger), with cash payable in lieu of any fractional shares.

2. Pursuant to the Merger Agreement, each option granted by Suffolk to purchase shares of Suffolk Common Stock whether vested or unvested, that was outstanding and unexercised immediately prior to the effective time of the merger fully vested and 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 Suffolk Common Stock subject to such option multiplied by (B) the excess, if any, of the Per Share Stock Consideration (as defined below) over the exercise price per share of Suffolk Common Stock of such option, divided by (ii) $18.088, 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 March 31, 2017 (the closing date of the merger), with cash payable in lieu of any fractional shares. "Per Share Stock Consideration" means $40.2458.

	Theresa M. DiVittorio	04/04/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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