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^*

MCCARTY DOROTHY K

(Last)

(First)

(Middle)

660 ENFIELD STREET

(Street)

ENFIELD

06082

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NEBS Bancshares, Inc. [ NEBSD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2005

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	12/28/2005		J		4,712	A	⁽¹⁾	4,712	D
Common Stock	12/28/2005		P		1,000	A	$10	5,712	D
Common Stock	12/28/2005		J		4,637	A	⁽¹⁾	4,637	I	By Stock Award⁽²⁾

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 (Right to Buy)	$6.4	12/28/2005		J⁽³⁾		14,498		02/11/2004⁽⁴⁾	02/11/2013	Common Stock	14,498	$0	14,498	D

Explanation of Responses:

1. Pursuant to the Plan of Conversion and Reorganization, dated July 21, 2005, as amended and restated on October 21, 2005, each share of New England Bancshares, Inc. common stock was exchanged for 2.3683 shares of NEBS Bancshares, Inc. common stock.

2. Stock award vests ratably over the 5-year period commencing on February 11, 2004.

3. Pursuant to the Plan of Conversion and Reorganization, dated July 21, 2005, as amended and restated on October 21, 2005, each option to purchase a share of New England Bancshares, Inc. was converted into an option to purchase 2.3683 shares of NEBS Bancshares, Inc. common stock, rounded down to the nearest share. The exercise price per share for each converted option is determined by dividing the exercise price of such converted option by the 2.3683 exchange ratio, with such quotient rounded up to the nearest whole cent.

4. Stock Options granted pursuant to the New England Bancshares, Inc. 2003 Stock-Based Incentive Plan vest ratably over the five year period commencing February 11, 2004.

Remarks:

	By: David J. O'Connor, Attorney-in-Fact	12/30/2005
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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