0001562180-22-003123.txt : 20220404 0001562180-22-003123.hdr.sgml : 20220404 20220404163158 ACCESSION NUMBER: 0001562180-22-003123 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220401 FILED AS OF DATE: 20220404 DATE AS OF CHANGE: 20220404 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Berner Kristy CENTRAL INDEX KEY: 0001755446 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33326 FILM NUMBER: 22802771 MAIL ADDRESS: STREET 1: C/O PEOPLE'S UNITED BANK, N.A. STREET 2: 850 MAIN STREET CITY: BRIDGEPORT STATE: CT ZIP: 06604 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: People's United Financial, Inc. CENTRAL INDEX KEY: 0001378946 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: C/O PEOPLE'S BANK STREET 2: 850 MAIN STREET CITY: BRIDGEPORT STATE: CT ZIP: 06604 BUSINESS PHONE: 203-338-4114 MAIL ADDRESS: STREET 1: C/O PEOPLE'S BANK STREET 2: 850 MAIN STREET CITY: BRIDGEPORT STATE: CT ZIP: 06604 4 1 primarydocument.xml PRIMARY DOCUMENT X0306 4 2022-04-01 false 0001378946 People's United Financial, Inc. PBCT 0001755446 Berner Kristy C/O PEOPLE'S UNITED BANK, N.A. 850 MAIN STREET BRIDGEPORT CT 06604 false true false false EVP, Gen. Counsel & Secretary Common Stock 2022-04-01 4 D false 41224.00 D 0.00 D Common Stock 2022-04-01 4 A false 26477.00 0.00 A 26477.00 D Common Stock 2022-04-01 4 D false 26477.00 D 0.00 D Employee Option to Buy 17.6275 2022-04-01 4 D false 36959.00 D 2029-02-21 Common Stock 36959.00 0.00 D Employee Option to Buy 16.215 2022-04-01 4 D false 44501.00 D 2030-02-20 Common Stock 44501.00 0.00 D Employee Option to Buy 15.285 2022-04-01 4 D false 27941.00 D 2031-02-18 Common Stock 27941.00 0.00 D Employee Option to Buy 20.9325 2022-04-01 4 D false 15413.00 D 2032-02-17 Common Stock 15413.00 0.00 D On April 1, 2022, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), Bridge Merger Corp. ("Merger Sub"), a direct, wholly owned subsidiary of M&T Bank Corporation ("M&T"), merged with and into People's United Financial, Inc., a Delaware corporation ("People's United") with People's United as the surviving entity (the "Merger") and People's United then merged with and into M&T, with M&T as the surviving entity. Pursuant to the Merger Agreement, each issued and outstanding share of People's United common stock was converted into the right to receive 0.118 of a share of M&T (the "exchange ratio"). Includes 15,913 shares of People's United restricted stock subject to time-based vesting conditions. Pursuant to the Merger Agreement, at the effective time of the Merger, such People's United restricted shares were converted into restricted shares of M&T common stock equal to the number of People's United restricted shares multiplied by the exchange ratio (rounded up or down to the nearest whole share). Except as provided in the Merger Agreement, all shares of M&T common stock received in respect of such shares of People's United restricted stock will remain subject to the same time-based vesting conditions applicable to the original award. Includes 561 shares owned indirectly through the People's United Financial, Inc. Employee Stock Ownership Plan (including 5 shares acquired through dividend reinvestment). Information is based on 3/31/22 Plan statement. The reporting person was previously granted People's United performance share units which provided for delivery of shares of People's United's common stock upon the achievement of specified performance criteria. Pursuant to the Merger Agreement, at the effective time of the Merger, the People's United outstanding performance share units were deemed earned based on the greater of target and actual level of performance through the effective time of the Merger (as reasonably determined by the compensation committee of the People's United board of directors), and each such performance share unit was cancelled and the reporting person became entitled to receive time-vesting restricted share units denominated in shares of M&T common stock, as set forth in the Merger Agreement, in an amount calculated by multiplying the number of earned performance share units (including any applicable dividend equivalents) by the exchange ratio (rounded up or down to the nearest whole number). At the effective time of the Merger, each outstanding option to purchase shares of People's United common stock (a "People's United Option") ceased to represent an option to purchase shares of People's United common stock and was converted into an option to purchase a number of shares of M&T common stock (an "M&T Option") equal to the product (rounded down to the nearest whole number) of (1) the number of shares of People's United common stock subject to such People's United Option immediately prior to the effective time of the Merger and (2) the exchange ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of People's United common stock of such People's United Option immediately prior to the effective time of the Merger divided by (b) the exchange ratio. These options vest in annual increments on 3/1/20 (33 1/3%); 3/1/21 (33 1/3%); and 3/1/22 (33 1/3%). These options vest in annual increments on 3/1/21 (33 1/3%); 3/1/22 (33 1/3%); and 3/1/23 (33 1/3%). These options vest in annual increments on 3/1/22 (33 1/3%); 3/1/23 (33 1/3%); and 3/1/24 (33 1/3%). These options vest in annual increments on 3/1/23 (33 1/3%); 3/1/24 (33 1/3%); and 3/1/25 (33 1/3%). /s/ Kristy Berner 2022-04-01