SEC FORM 5

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

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)
12/31/2015

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)
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)	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	11/30/2015		G	2,000	D	$0	287,679⁽¹⁾	D
Common Stock							13,043	I	By Grantor Retained Annuity Trust
Common Stock							134,908⁽²⁾	I	401(k)/ESOP
Common Stock							10,554	I	Directly by Spouse
Common Stock							5,698	I	Directly by Spouse IRA

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)	4. Transaction Code (Instr. 8)	(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 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	163,674		163,674	D
Stock Option	$23.81						02/22/2013⁽⁴⁾	02/22/2022	Common Stock	112,371		122,371	D
Stock Option	$23						02/20/2014⁽⁴⁾	02/20/2023	Common Stock	126,373		126,373	D
Phantom Stock	⁽⁵⁾						⁽⁶⁾	⁽⁶⁾	Common Stock	227,178		227,178⁽⁷⁾	I	By Deferred Compensation Plan

Explanation of Responses:

1. Includes 580 shares of Webster Financial Corporation common stock acquired through December 31, 2015 under the Webster Dividend Reinvestment Plan per the records of Transfer Agent.

2. Between January 1, 2015 and December 31, 2015, the reporting person acquired 4,776 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. 3 yr. incremental vesting - 33-1/3% vests each year for 3 years.

5. 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.

6. Shares of phantom stock are payable in shares or in cash following termination of the reporting person's employment with Webster Financial Corporation.

7. Between January 1, 2015 and December 31, 2015, the reporting person acquired 5,333 shares of phantom stock under the Webster Deferred Compensation Plan.

Remarks:

	Renee P. Seefried by Power of Attorney	02/10/2016
	** 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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