SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Rosato R David

(Last)

(First)

(Middle)

C/O PEOPLE'S UNITED BANK

850 MAIN STREET

(Street)

BRIDGEPORT

06604

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/16/2014

3. Issuer Name and Ticker or Trading Symbol
People's United Financial, Inc. [ PBCT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Exec Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	36,412⁽¹⁾	D
Common Stock	2,680⁽²⁾	D
Common Stock	1,224⁽³⁾	D
Common Stock	2,664⁽⁴⁾	D
Common Stock	3,480⁽⁴⁾	D
Common Stock	4,874⁽⁵⁾	D
Common Stock	355	I	IRA fb/o Dana Rosato
Common Stock	120	I	IRA fb/o Kevin Rosato

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Option to Buy	⁽⁶⁾	12/12/2017	Common Stock	43,830	$16.805	D
Employee Option to Buy	⁽⁶⁾	02/21/2018	Common Stock	6,040	$16.94	D
Employee Option to Buy	⁽⁶⁾	01/22/2019	Common Stock	8,565	$16.575	D
Employee Option to Buy	⁽⁷⁾	07/16/2009	Common Stock	39,250	$15.62	D
Employee Option to Buy	⁽⁶⁾	01/28/2020	Common Stock	8,427	$15.8	D
Employee Option to Buy	⁽⁸⁾	02/17/2021	Common Stock	12,432	$13.415	D
Employee Option to Buy	⁽⁸⁾	02/16/2022	Common Stock	15,209	$12.65	D
Employee Option to Buy	⁽⁹⁾	02/21/2023	Common Stock	29,218	$12.94	D
Employee Option to Buy	⁽⁹⁾	02/20/2024	Common Stock	43,359	$13.9025	D

Explanation of Responses:

1. Includes 1,936 shares owned indirectly through the Peoples United Financial, Inc. Employee Stock Ownership Plan. Information is based on 03/31/2014 Plan statement.

2. These are restricted shares that vest on Jul. 16, 2014

3. These are restricted shares that vest on Mar. 1, 2015.

4. These are restricted shares that vest in equal annual increments on Mar. 1, 2015 and Mar. 1, 2016.

5. These are restricted shares that vest in equal annual increments on Mar. 1, 2015, Mar. 1, 2016 and Mar. 1, 2017.

6. These options have become exercisable in accordance with the terms of the applicable option grants.

7. Exercisable in equal annual increments over five years beginning on the 1st anniversary of the grant date, which is ten years prior to the applicable expiration date.

8. Exercisable in annual increments beginning on Mar. 1 immediately following the 2nd anniversary (50%), 3rd anniversary (25%) and 4th anniversary (25%) of the grant date, which is ten years prior to the applicable expiration date.

9. Exercisable in equal annual increments over three years beginning on Mar. 1 immediately following the 1st anniversary of the grant date, which is ten years prior to the applicable expiration date.

	/s/ R. David Rosato	04/17/2014
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.