SEC FORM 4

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^*

BECKER CHRISTOPHER

(Last)

(First)

(Middle)

37 COOPER LANE

(Street)

EAST HAMPTON

11937

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SMITHTOWN BANCORP INC [ SMTB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2010

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 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	11/30/2010		D		15,300	D	⁽¹⁾⁽²⁾	0	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. As of November 30, 2010, each of these shares of Smithtown Bancorp, Inc. common stock was converted into the right to receive either (a) approximately $3.77 in cash or (b) approximately 0.304 shares of People's United Financial, Inc. common stock pursuant to the Agreement and Plan of Merger, dated as of July 15, 2010, between Smithtown Bancorp, Inc. and People's United Financial, Inc. Under that Agreement, Smithtown Bancorp merged with and into People's United and ceased to exist as of November 30, 2010. The per-share consideration, delivered in either cash or People's United common stock, represents the sum of (a) $2.00 and (b) 0.143 times the average closing price of People's United common stock over the five consecutive trading days ending on November 29, 2010. The final per-share consideration is subject to verification by the exchange agent for the merger.

2. Holders of Smithtown Bancorp common stock had the opportunity to elect to receive cash, People's United common stock or a mix of both in exchange for their Smithtown Bancorp common stock. The reporting person named above elected to receive cash for all indicated shares of Smithtown Bancorp common stock. However, some shares may be reallocated to People's United common stock as provided in the Agreement and Plan of Merger. For more information, see the Definitive Proxy Statement filed with the Commission by Smithtown Bancorp on October 14, 2010. Of the shares of Smithtown Bancorp common stock indicated above, 6,000 were, prior to the date hereof, restricted shares awarded under Smithtown Bancorp's equity compensation plans.

Remarks:

Exhibit List Exhibit 24 - Confirming Statement

	/s/ Judith Barber	11/30/2010
	** Signature of Reporting Person	Date
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