Home/Filings/4/0001562180-22-003123
4//SEC Filing

Berner Kristy 4

Accession 0001562180-22-003123

CIK 0001378946other

Filed

Apr 3, 8:00 PM ET

Accepted

Apr 4, 4:31 PM ET

Size

21.0 KB

Accession

0001562180-22-003123

Insider Transaction Report

Form 4
Period: 2022-04-01
Berner Kristy
EVP, Gen. Counsel & Secretary
Transactions
  • Disposition to Issuer

    Employee Option to Buy

    2022-04-0115,4130 total
    Exercise: $20.93Exp: 2032-02-17Common Stock (15,413 underlying)
  • Disposition to Issuer

    Common Stock

    2022-04-0126,4770 total
  • Disposition to Issuer

    Employee Option to Buy

    2022-04-0144,5010 total
    Exercise: $16.21Exp: 2030-02-20Common Stock (44,501 underlying)
  • Award

    Common Stock

    2022-04-01+26,47726,477 total
  • Disposition to Issuer

    Employee Option to Buy

    2022-04-0136,9590 total
    Exercise: $17.63Exp: 2029-02-21Common Stock (36,959 underlying)
  • Disposition to Issuer

    Employee Option to Buy

    2022-04-0127,9410 total
    Exercise: $15.29Exp: 2031-02-18Common Stock (27,941 underlying)
  • Disposition to Issuer

    Common Stock

    2022-04-0141,2240 total
Footnotes (9)
  • [F1]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").
  • [F2]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.
  • [F3]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.
  • [F4]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).
  • [F5]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.
  • [F6]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%).
  • [F7]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%).
  • [F8]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%).
  • [F9]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%).

Issuer

People's United Financial, Inc.

CIK 0001378946

Entity typeother

Related Parties

1
  • filerCIK 0001755446

Filing Metadata

Form type
4
Filed
Apr 3, 8:00 PM ET
Accepted
Apr 4, 4:31 PM ET
Size
21.0 KB