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^*

FRIDLINGTON JOHN W

(Last)

(First)

(Middle)

C/O TD BANKNORTH INC.

TWO PORTLAND SQUARE

(Street)

PORTLAND

04101

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TD BANKNORTH INC. [ BNK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. EVP

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2007

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)
Common Stock	04/20/2007		D		2,589	D	$32.33⁽¹⁾	0	D
Common Stock	04/20/2007		D		5,013	D	$32.33⁽¹⁾	0	I	By 401(k) Plan

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)
Stock Option (right to buy)	$26.15	04/20/2007		D			4,050	⁽²⁾	03/26/2012	Common Stock	4,050	⁽³⁾	0	D
Stock Option (right to buy)	$23.28	04/20/2007		D			27,000	⁽²⁾	10/22/2012	Common Stock	27,000	⁽³⁾	0	D
Stock Option (right to buy)	$24.62	04/20/2007		D			11,000	⁽²⁾	05/27/2013	Common Stock	11,000	⁽³⁾	0	D
Stock Option (right to buy)	$28.2	04/20/2007		D			55,000	⁽²⁾	10/21/2013	Common Stock	55,000	⁽³⁾	0	D
Stock Option (right to buy)	$31.24	04/20/2007		D			27,500	⁽²⁾	03/31/2015	Common Stock	27,500	⁽³⁾	0	D
Stock Option (right to buy)	$28.92	04/20/2007		D			55,000	⁽²⁾	10/25/2015	Common Stock	55,000	⁽³⁾	0	D
Restricted Stock Units	$0	04/20/2007		D			7,482	03/31/2008	03/31/2008	Common Stock	7,482	⁽⁴⁾	0	D

Explanation of Responses:

1. Pursuant to Agreement and Plan of Merger, dated as of November 19, 2006, among TD Banknorth Inc., The Toronto-Dominion Bank and Bonn Merger Co.

2. All options vest and become exercisable in three annual installments of 33%, 34% and 33% beginning on the first anniversary of the date of grant.

3. Each option to purchase TD Banknorth common stock was converted in the merger into an option to acquire a number of common shares of The Toronto-Dominion Bank ("TD") equal to the product of the number of shares of TD Banknorth common stock subject to the option multiplied by .5333, rounded down to the nearest whole share, at an exercise price per common share of TD equal to the exercise price per share of the TD Banknorth common stock subject to the option divided by .5333, rounded up to the nearest cent.

4. Pursuant to the merger, each restricted stock unit in respect of TD Banknorth common stock will be valued with reference to a number of common shares of TD equal to the number of notional shares of TD Banknorth common stock in respect of such award immediately prior to the merger multiplied by .5333.

	/s/ Geoffrey W. Ryan, Power of Attorney	04/24/2007
	** Signature of Reporting Person	Date
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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