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^*

Trautmann Robert E

(Last)

(First)

(Middle)

PEOPLES UNITED BANK

850 MAIN STREET

(Street)

BRIDGEPORT

06604

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
People's United Financial, Inc. [ PBCT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr Ex VP, Gen Cnsl & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2016

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	08/05/2016		M		86,864	A	$13.9025	112,761⁽¹⁾	D
Common Stock	08/05/2016		M		11,455	A	$12.65	124,216⁽¹⁾	D
Common Stock	08/05/2016		M		87,804	A	$12.94	212,020⁽¹⁾	D
Common Stock	08/05/2016		S		186,123	D	$15.38⁽²⁾	25,897⁽¹⁾	D
Common Stock								71,506	I	Robert Edward Trautmann Revocable Trust

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)
Employee Option to Buy	$13.9025	08/05/2016		M			86,864	⁽³⁾	02/20/2024	Common Stock	86,864	$0.00	43,433	D
Employee Option to Buy	$12.65	08/05/2016		M			11,455	⁽⁴⁾	02/16/2022	Common Stock	11,455	$0.00	0.00	D
Employee Option to Buy	$12.94	08/05/2016		M			87,804	⁽⁵⁾	02/21/2023	Common Stock	87,804	$0.00	0.00	D

Explanation of Responses:

1. Includes 4,284 shares owned indirectly through the People's United Financial, Inc. Employee Stock Ownership Plan (including 48 shares acquired through dividend reinvestment) based on 6/30/2016 Plan statement.

2. This transaction was executed in multiple trades at prices ranging from $15.37 to $15.41. The reported price reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the SEC staff, People's United Financial, Inc. or a shareholder of People's United Financial, Inc. full information regarding the number of shares and prices at which the transaction was effected.

3. Exercisable in annual increments on 3/01/15 (50%); 3/01/16 (25%); and 3/01/17 (25%).

4. Exercisable in annual increments on 3/01/16 (50%); 3/01/17 (25%); and 3/01/18 (25%).

5. Exercisable in annual increments on 3/01/14 (50%); 3/01/15 (25%); and 3/01/16 (35%).

Remarks:

	/s/ Robert E. Trautmann	08/05/2016
	** 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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