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*
NOWAK BOGDAN
(Last) (First) (Middle)
4 CEDAR ROCK MEADOWS
(Street)
EAST GREENWICH RI 02818
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BANCORP RHODE ISLAND INC [ BARI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2012
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)
Code V Amount (A) or (D) Price
Common Stock 01/01/2012 M 160.81 A (12) 21,460.81 D
Common Stock 01/01/2012 D 160.81 D $48.25 21,300 D
Common Stock 01/01/2012 D 21,300 D (1) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $18.01 12/30/2011 D 1,000 04/15/2003 01/01/2012 Common Stock 1,000 $30.24(2)(3) 0 D
Stock Option (right to buy) $25.12 12/30/2011 D 500 11/21/2003 01/01/2012 Common Stock 500 $23.13(2)(4) 0 D
Stock Option (right to buy) $33.43 12/30/2011 D 500 11/19/2004 01/01/2012 Common Stock 500 $14.82(2)(5) 0 D
Stock Option (right to buy) $38.07 12/30/2011 D 500 11/18/2005 01/01/2012 Common Stock 500 $10.18(2)(6) 0 D
Stock Option (right to buy) $35.24 12/30/2011 D 500 11/17/2006 01/01/2012 Common Stock 500 $13.01(2)(7) 0 D
Stock Option (right to buy) $39.62 12/30/2011 D 500 11/16/2007 01/01/2012 Common Stock 500 $8.63(2)(8) 0 D
Stock Option (right to buy) $31.76 12/30/2011 D 500 11/21/2008 01/01/2012 Common Stock 500 $16.49(2)(9) 0 D
Stock Option (right to buy) $20.79 12/30/2011 D 500 11/20/2009 01/01/2012 Common Stock 500 $27.46(2)(10) 0 D
Stock Option (right to buy) $28.85 12/30/2011 D 500 11/19/2010 01/01/2012 Common Stock 500 $19.4(2)(11) 0 D
Restricted Stock Unit (12) 01/01/2012 M 160.81 (12) (12) Common Stock 160.81 (12) 0 D
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger, dated as of April 19, 2011 (the "Merger Agreement"), between Bancorp Rhode Island, Inc. ("BancorpRI") and Brookline Bancorp, Inc. ("Brookline"). Pursuant to the Merger Agreement, in exchange for such BancorpRI common stock the reporting person received 4.686 shares of Brookline common stock rounded down to the nearest whole share, having a market value of $8.44 per share on 12/30/2011, for approximately 47.6% of their BancorpRI common stock and cash in the amount of $48.25 per share for the remaining 52.4% of the reporting person's BancorpRI common stock, plus cash for any fractional share based on the average closing price of Brookline common stock for the ten consecutive days ending on December 23, 2011, for total consideration of $939,515.63.
2. The option was cancelled in connection with the merger of BancorpRI with and into Brookline pursuant to the terms of the Merger Agreement.
3. The reporting person received $30,240.00 as consideration for the cancellation.
4. The reporting person received $11,565.00 as consideration for the cancellation.
5. The reporting person received $7,410.00 as consideration for the cancellation.
6. The reporting person received $5,090.00 consideration for the cancellation.
7. The reporting person received $6,505.00 as consideration for the cancellation.
8. The reporting person received $4,315.00 as consideration for the cancellation.
9. The reporting person received $8,245.00 as consideration for the cancellation.
10. The reporting person received $13,730.00 as consideration for the cancellation.
11. The reporting person received $9,700.00 as consideration for the cancellation.
12. Each Restricted Stock Unit is the economic equivalent of one share of BancorpRI common stock. The Restricted Stock Units vest on the earlier of the date immediately preceding the 2012 annual meeting of shareholders or a change in control. Accordingly, the Restricted Stock Units vested on 1/1/2012 in connection with the Merger and each Restricted Stock Unit was cancelled for cash in the amount of $48.25 per share for a total consideration of $7,759.08.
Remarks:
Margaret D. Farrell (Attorney-in-fact for Bogdan Nowak) 01/04/2012
** 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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