SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
Form 3 Holdings Reported.
  
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
SMITH JAMES COPENHAVER

(Last) (First) (Middle)
C/O WEBSTER FINANCIAL CORP
145 BANK STREET

(Street)
WATERBURY CT 06702

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WEBSTER FINANCIAL CORP [ WBS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman & Chief Executive Off
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 12/06/2011 G 2,500 D $0 260,878 (1) D
Common Stock 184,457 I By Grantor Retained Annuity Trust
Common Stock 116,534 (2) I 401(k)/ESOP
Common Stock 7,997 I Directly by Spouse
Common Stock 5,698 I Directly by Spouse IRA
Common Stock 80,188 I Trust for Children
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $34.6 12/16/2003 (3) 12/16/2012 Common Stock 62,525 62,525 D
Stock Option $45.55 12/15/2004 (3) 12/15/2013 Common Stock 65,728 65,728 D
Stock Option $49.62 12/20/2005 (3) 12/20/2014 Common Stock 60,707 60,707 D
Stock Option $47.4 12/20/2006 (3) 12/20/2015 Common Stock 47,182 47,182 D
Stock Option $48.88 12/19/2007 (3) 12/19/2016 Common Stock 64,483 64,483 D
Stock Option $32.03 12/18/2008 (3) 12/18/2017 Common Stock 106,199 106,199 D
Stock Option $12.85 12/16/2009 (3) 12/16/2018 Common Stock 213,674 213,674 D
Phantom Stock (4) (5) (5) Common Stock 138,490 138,490 (6) I By Deferred Compensation Plan
Explanation of Responses:
1. Includes 131shares of Webster Financial Corporation common stock acquired through December 31, 2011 under the Webster Dividend Reinvestment Plan per the records of Transfer Agent.
2. Between January 1, 2011 and December 31, 2011, the reporting person acquired 3,950 shares of Webster Financial Corporation common stock under the Webster 401(k)/ESOP.
3. 4 yr. incremental vesting - 25% vests each year for 4 years.
4. Each share of phantom stock represents the right to receive one share of Webster Financial Corporation common stock or the cash value thereof. These shares are held in the Webster Deferred Compensation Plan.
5. Shares of phantom stock are payable in shares or in cash following termination of the reporting person's employment with Webster Financial Corporation.
6. Between January 1, 2011 and December 31, 2011, the reporting person acquired 1,124 shares of phantom stock under the Webster Deferred Compensation Plan.
Remarks:
Renee P. Seefried by Power of Attorney 02/10/2012
** 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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