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^*

SHEAHAN DENIS K

(Last)

(First)

(Middle)

C/O INDEPENDENT BANK CORP

288 UNION STREET

(Street)

ROCKLAND

02370

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
INDEPENDENT BANK CORP [ INDB ]

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)
10/23/2014

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	10/23/2014		M		12,000	A	$34.18	60,469.3647⁽¹⁾⁽²⁾	D
Common Stock	10/23/2014		F		11,162	D	$38.03	49,307.3647	D
Common Stock	10/23/2014		S		838	D	$36.97	48,469.3647	D
Common Stock								991.4697⁽³⁾	I	by Filer f/b/o daughter
Common Stock								1,978.335⁽⁴⁾	I	By Filer f/b/o Sons

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)
NQ Stock Option (Right to Buy)	$34.18	10/23/2014		M			12,000	12/09/2004⁽⁵⁾	12/09/2014	Common Stock	12,000	$0	0	D

Explanation of Responses:

1. Total Holdings include 10,649.0313 shares held in Filer's 401(k) account

2. Total Holdings include 316.1559 shares received pursuant to the Independent Bank Corp. 2010 Dividend Reinvestment and Stock Purchase Plan since the last Form 4 filing (5/21). Such transactions are exempt from the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended.

3. Shares held in Filer's name f/b/o Daughter. Holdings include 13.6618 shares received pursuant to the Independent Bank Corp. 2010 Divident Reinvestment and Stock Purchase Plan since the last Form 4 filing (5/21). Such transactions are exempt from the reporting requirements of Section 16 of the Securities and Exchange Act of 1934, as amended. The filing of this statement should not be construed as an admission that the undersigned is, for purposes of Section 16 of the Exchange Act, the beneficial owner of such securities.

4. Shares held in Filer's name f/b/o Sons. Holdings include 27.2602 shares received pursuant to the Independent Bank Corp. 2010 Divident Reinvestment and Stock Purchase Plan since the last Form 4 filing (5/21). Such transactions are exempt from the reporting requirements of Section 16 of the Securities and Exchange Act of 1937, as amended. The filing of this statement should not be construed as an admission that the undersigned is, for purposes of Section 16 of the Exchange Act, the beneficial owner of such securities.

5. Granted under the Independent Bank Corp. 1997 Employee Stock Option Plan. 4000 shares first became exercisable on June 9, 2005 and the remainder of the shares became exercisable on December 15, 2005.

Remarks:

	Sarah E. Hutchings, Power of Attorney for Denis K. Sheahan	10/27/2014
	** 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 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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