0001209191-22-006627.txt : 20220202 0001209191-22-006627.hdr.sgml : 20220202 20220202215112 ACCESSION NUMBER: 0001209191-22-006627 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220131 FILED AS OF DATE: 20220202 DATE AS OF CHANGE: 20220202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Massiani Luis CENTRAL INDEX KEY: 0001562800 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35385 FILM NUMBER: 22586277 MAIL ADDRESS: STREET 1: C/O PROVIDENT BANK STREET 2: 400 RELLA BOULEVARD CITY: MONTEBELLO STATE: NY ZIP: 10901 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: STERLING BANCORP CENTRAL INDEX KEY: 0001070154 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 800091851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: TWO BLUE HILL PLAZA STREET 2: SECOND FLOOR CITY: PEARL RIVER STATE: NY ZIP: 10965 BUSINESS PHONE: 8453698040 MAIL ADDRESS: STREET 1: TWO BLUE HILL PLAZA STREET 2: SECOND FLOOR CITY: PEARL RIVER STATE: NY ZIP: 10965 FORMER COMPANY: FORMER CONFORMED NAME: PROVIDENT NEW YORK BANCORP DATE OF NAME CHANGE: 20050728 FORMER COMPANY: FORMER CONFORMED NAME: PROVIDENT BANCORP INC/NY/ DATE OF NAME CHANGE: 19980910 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-01-31 1 0001070154 STERLING BANCORP STL 0001562800 Massiani Luis TWO BLUE HILL PLAZA SECOND FLOOR PEARL RIVER NY 10965 0 1 0 0 SEVP/COO Common Stock 2022-01-31 4 D 0 281184 D 0 D Includes 49,261 restricted stock awards of the Issuer (the "Issuer RSAs") and 85,856 performance stock awards of the Issuer (the "Issuer PSAs"). Disposed of pursuant to the Merger Agreement between Issuer and Webster Financial Corporation ("Webster"), dated April 18, 2021 (the "Merger Agreement"), for total stock consideration of 130,188 shares of new Webster common stock. Pursuant to the terms of the Merger Agreement, at the effective time of the merger between Issuer and Webster (the "Effective Time"), each share of Issuer common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.4630 shares of Webster common stock. All fractional share holdings were paid in cash. The Merger closed on January 31, 2022. On January 31, 2022, the closing price of the Issuer was $26.29, and the closing price of Webster was $56.81. Pursuant to the terms of the Merger Agreement, at the Effective Time, the Issuer RSAs were assumed by Webster and converted into a restricted stock award of Webster with the same terms and conditions as were applicable under such Issuer RSAs immediately prior to the Effective Time (including vesting terms) and the Issuer PSAs were assumed by Webster and converted into a time-based restricted stock award with performance goals deemed to have been satisfied at the higher of target and actual performance, both relating to the number of shares of Webster common stock equal to the product of (A) the number of shares of issuer common stock subject to such Issuer RSUs immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, with any fractional shares rounded paid in cash. /s/ Luis Massiani 2022-02-02