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^*

Patrick John J Jr.

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2018

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	10/01/2018		D		11,978	D	⁽¹⁾	0	I	401(k)
Common Stock	10/01/2018		D		33,864	D	⁽¹⁾	0	I	IRA
Common Stock	10/01/2018		D		100	D	⁽¹⁾	0	I	Held by Wife as Trustee for Minor Child
Common Stock	10/01/2018		D		100	D	⁽¹⁾	0	I	Held by Wife as Trustee for Minor Child
Common Stock	10/01/2018		D		100	D	⁽¹⁾	0	I	Held by Child
Common Stock	10/01/2018		D		6,879	D	⁽¹⁾	0	I	ESOP
Common Stock	10/01/2018		D		93,878	D	⁽¹⁾	0	D

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	$12.95	10/01/2018		D			304,621	09/05/2012	09/05/2022	Common Stock	304,621	⁽²⁾	0	D
Restricted Stock Units	$25.75	10/01/2018		D			2,591	02/21/2018	02/21/2020	Common Stock	2,591	⁽³⁾	0	D
Restricted Stock Units	$24.45	10/01/2018		D			7,772	02/21/2020	02/21/2020	Common Stock	7,772	⁽³⁾	0	D
Restricted Stock Units	$25.05	10/01/2018		D			5,023	02/28/2019	02/28/2021	Common Stock	5,023	⁽³⁾	0	D
Restricted Stock Units	$25.05	10/01/2018		D			7,795	02/28/2021	02/28/2021	Common Stock	7,795	⁽³⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of June 18, 2018 (the "Merger Agreement"), by and between First Connecticut Bancorp, Inc. ("FCB") and People's United Financial, Inc. ("People's United"), in exchange for 1.725 shares of common stock of People's United ("People's United Common Stock") per share of common stock of FCB ("FCB Common Stock"), having a market value per share of FCB of $29.0835 (based on the value of 1.725 shares of People's United Common Stock at the close of trading on October 1, 2018, the closing date of the merger), with cash payable in lieu of any fractional shares.

2. Per the Merger Agreement, each option to purchase shares of FCB Common Stock that was outstanding, unexercised, and vested immediately prior to the merger was cancelled and converted automatically into the right to receive a number of shares of People's United Common Stock equal to the quotient of (i) the product of (A) the number of shares of FCB Common Stock subject to such option multiplied by (B) the excess, if any, of the Per Share Stock Consideration over the exercise price per share of FCB Common Stock of such option, divided by (ii) $17.296, which is the average closing-sale price of People's United Common Stock for the five full trading days ending on the trading day immediately preceding October 1, 2018 (merger closing), with cash payable in lieu of any fractional shares. "Per Share Stock Consideration" is $29.8356, which is equal to the product of (A) the Exchange Ratio (1.725) multiplied by (B) the Purchaser Share Closing Price ($17.296).

3. Pursuant to the Merger Agreement, each FCB performance-based restricted stock unit ("PSU"), whether or not then vested or free of conditions to payment, was cancelled and converted automatically into the right to receive a number of shares of People's United Common Stock equal to the product of (i) the number of shares of FCB Common Stock subject to such PSU at the target level of performance applicable to such PSU, as determined in accordance with the applicable award agreement pursuant to which such PSU was granted multiplied by (ii) 1.725, with cash payable in lieu of fractional shares.

	/s/ John J. Patrick, Jr. by POA	10/02/2018
	** 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).
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