SEC FORM 4/A

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^*

Massiani Luis

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/02/2022

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	01/31/2022		A		130,188⁽¹⁾	A	$0	130,188	D
Common Stock	02/01/2022		A		24,950.5⁽²⁾⁽³⁾	A	$0	155,138.5	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)

Explanation of Responses:

1. Acquired in connection with the Merger Agreement by and between Webster Financial Corporation ("Webster") and Sterling Bancorp ("Sterling"), dated April 18, 2021, pursuant to which Sterling was merged with and into Webster, effective January 31, 2022 (the "Merger"). Pursuant to the Merger, each issued and outstanding share of Sterling common stock was converted into the right to receive 0.4630 shares of Webster common stock.

2. Performance Shares granted on February 1, 2022, of which one-third will be eligible to vest each year in an amount ranging from 50% to 100% of target based on achievement of performance metrics in each of the February 1, 2022 through December 31, 2022, January 1, 2023 through December 31, 2023 and January 1, 2024 through December 31, 2024 performance periods. The reported amount represents 50% of the Performance Shares granted on February 1, 2022, which is the minimum portion that will vest subject to time vesting and other terms and conditions. The remaining portion of the Performance Shares granted on February 1, 2022 will be reported as of the date of vesting, if any.

3. On February 2, 2022, the reporting person filed a Form 4 which inadvertently reported that the securities acquired in the transaction was 8,317 shares of the issuer's common stock. In fact, as reported in this amendment, the amount of securities acquired in the transaction was 24,950.5 shares of the issuer's common stock.

	Jennifer H. Daukas, attorney-in-fact	02/09/2022
	** 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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