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^*

Smith John James

(Last)

(First)

(Middle)

C/O UNITED FINANCIAL BANCORP, INC.

225 ASYLUM STREET

(Street)

HARTFORD

06103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
United Financial Bancorp, Inc. [ UBNK ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2019

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	02/08/2019		F		5,345	D	$15.86	41,976	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Common Stock								123.6	I⁽¹⁰⁾	By United Bank 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)

Explanation of Responses:

1. Includes 2,966 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 3,832 shares vest in equal 33% increments over a three year period, the first 33% vesting on November 22, 2017 and the subsequent vesting on each on each annual anniversary of the grant date thereafter. The reported number of shares is net of 866 shares withheld by the Issuer for tax withholding purposes.

2. Includes 9,290 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 15,486 shares vest in equal 33% increments over a three year period, the first 33% vesting on January 19, 2017, and the subsequent vesting on each annual anniversary of his hire date thereafter. The reported number of shares is net of 6,196 shares withheld by the Issuer for tax withholding purposes.

3. Includes 3,832 restricted stock shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan and cliff vest on December 31, 2019, if, and only if, United Financial Bancorp, Inc. meets certain performance goals.

4. Includes 10,142 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 15,487 shares cliff vested on the third anniversary of the hire date. The reported number of shares is net of 5,345 shares withheld by the Issuer for tax withholding purposes.

5. Includes 3,590 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 4,028 shares vest in equal 33% increments over a three year period, the first 33% vesting on November 22, 2018 and the subsequent vesting on each annual anniversary of the grant date thereafter. The reported number is net of 438 shares withheld by the Issuer for tax withholding purposes.

6. Includes 3,584 restricted stock shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan and cliff vest on December 31, 2020, if, and only if, United Financial Bancorp, Inc. meets certain performance goals.

7. Includes 4,286 restricted shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan. The original grant of 4,286 shares vest in equal 33% increments over a three year period, the first 33% vesting on November 19, 2019 and the subsequent vesting on each annual anniversary of the grant date thereafter.

8. Includes 4,286 restricted stock shares granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan and cliff vest on December 31, 2021, if, and only if, United Financial Bancorp, Inc. meets certain performance goals.

9. Transaction represents shares withheld by the Issuer for tax withholding purposes with respect to the vesting of Restricted Stock previously issued to the Reporting Person by the Issuer.

10. Shares allocated to the account under the United Bank 401(k) Plan, of which all shares are vested

Remarks:

	/s/ Marliese L. Shaw by POA	02/11/2019
	** 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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