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^*

Burns Kenneth F

(Last)

(First)

(Middle)

C/O FIRST CONNECTICUT BANCORP, INC.

ONE FARM GLEN BOULEVARD

(Street)

FARMINGTON

06032

(City)

(State)

(Zip)

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, Director Retail Banking

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2014

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								27,329	I	IRA
Common Stock								2,408.6586	I	ESOP
Common Stock	09/05/2014		F		3,104	D	$15.06	32,271	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

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 Options⁽⁸⁾	$12.95							09/05/2012	09/05/2022	Common Stock	86,400		86,400	D

Explanation of Responses:

1. 48,000 Shares of Restricted stock granted pursuant to the First Connecticut Bancorp, Inc.'s 2012 Stock Incentive Plan and will vest in five equal annual installments of 20%, the first installment of 9,600 shares vested on the grant date of which 3,019 were withheld by First Connecticut Bancorp, Inc. for tax liability purposes. An additional 20% to vest on each annual anniversary of the grant date thereafter.

2. 1,500 shares sold on 12/03/12 from the vested shares obtained from original grant of 48,000 of which 9,600 shares vested immediately, the reporting person received 6,581 shares after netting for tax withholding purposes.

3. 1,000 shares sold on 06/14/13 from the vested shares obtained from original grant of 48,000 of which 9,600 shares vested immediately, the reporting person received 6,581 shares after netting for tax withholding purposes.

4. 3,000 shares sold on 9/11/13 from the vested shares obtained from original grant of 48,000 of which 9,600 shares vested immediately, the reporting person received 6,581 shares after netting for tax withholding purposes.

5. 9,600 shares vested on 9/5/13 of which 3,106 were withheld by First Connecticut Bancorp, Inc. for tax liablity purposes.

6. 1,000 shares sold on 6/12/14 from vested shares.

7. On 9/5/2014 3,104 Shares were withheld by First Connecticut Bancorp, Inc. for tax liability purposes with respect to the vesting of restricted stock previously reported.

8. Stock options granted pursuant to the First Connecticut Bancorp, Inc.'s 2012 Non-Qualified Stock Option Award Agreement and are exercisable in equal 20% increments over a five year period, the first 20% having vested on the grant date and the subsequent vesting on each September 5th of the following years.

Remarks:

	/s/ Kenneth F. Burns by POA	09/09/2014
	** 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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