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^*

SHERMAN MERRILL W

(Last)

(First)

(Middle)

C/O BANCORP RHODE ISLAND INC

ONE TURKS HEAD PL

(Street)

PROVIDENCE

02903

(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
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2011

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	12/30/2011		M		1,629	A	⁽²¹⁾	177,845	D
Common Stock	12/30/2011		M		1,491	A	⁽²¹⁾	179,336	D
Common Stock	12/30/2011		D		1,629	D	$48.25	177,707	D
Common Stock	12/30/2011		D		1,491	D	$48.25	176,216	D
Common Stock	01/01/2012		D		176,216	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)
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)
Stock Option (right to buy)	$19.8	12/30/2011		D			1,682	02/11/2003	01/01/2012	Common Stock	1,682	$28.45⁽²⁾⁽³⁾	0	D
Stock Option (right to buy)	$23.15	12/30/2011		D			3,186	05/30/2003	01/01/2012	Common Stock	3,186	$25.1⁽²⁾⁽⁴⁾	0	D
Stock Option (right to buy)	$34.89	12/30/2011		D			14,330	04/06/2007	01/01/2012	Common Stock	14,330	$13.36⁽²⁾⁽⁵⁾	0	D
Stock Option (right to buy)	$30.54	12/30/2011		D			5,804	12/22/2011	01/01/2012	Common Stock	5,804	$17.71⁽²⁾⁽⁶⁾	0	D
Stock Option (right to buy)	$19.8	12/30/2011		D			3,618	02/11/2003	01/01/2012	Common Stock	3,618	$28.45⁽²⁾⁽⁷⁾	0	D
Stock Option (right to buy)	$19.8	12/30/2011		D			2,200	02/11/2003	01/01/2012	Common Stock	2,200	$28.45⁽²⁾⁽⁸⁾	0	D
Stock Option (right to buy)	$23.15	12/30/2011		D			12,064	05/30/2003	01/01/2012	Common Stock	12,064	$25.1⁽²⁾⁽⁹⁾	0	D
Stock Option (right to buy)	$23.05	12/30/2011		D			18,900	04/15/2004	01/01/2012	Common Stock	18,900	$25.2⁽²⁾⁽¹⁰⁾	0	D
Stock Option (right to buy)	$32.43	12/30/2011		D			5,000	01/26/2005	01/01/2012	Common Stock	5,000	$15.82⁽²⁾⁽¹¹⁾	0	D
Stock Option (right to buy)	$32.91	12/30/2011		D			14,250	04/26/2005	01/01/2012	Common Stock	14,250	$15.34⁽²⁾⁽¹²⁾	0	D
Stock Option (right to buy)	$37.98	12/30/2011		D			13,200	04/08/2006	01/01/2012	Common Stock	13,200	$10.27⁽²⁾⁽¹³⁾	0	D
Stock Option (right to buy)	$34.89	12/30/2011		D			170	04/06/2007	01/01/2012	Common Stock	170	$13.36⁽²⁾⁽¹⁴⁾	0	D
Stock Option (right to buy)	$43.45	12/30/2011		D			7,640	04/24/2008	01/01/2012	Common Stock	7,640	$4.8⁽²⁾⁽¹⁵⁾	0	D
Stock Option (right to buy)	$43.45	12/30/2011		D			1,910	04/24/2008	01/01/2012	Common Stock	1,910	$4.8⁽²⁾⁽¹⁶⁾	0	D
Stock Option (right to buy)	$32.89	12/30/2011		D			14,043	04/22/2009	01/01/2012	Common Stock	14,043	$15.36⁽²⁾⁽¹⁷⁾	0	D
Stock Option (right to buy)	$32.89	12/30/2011		D			3,557	04/22/2009	01/01/2012	Common Stock	3,557	$15.36⁽²⁾⁽¹⁸⁾	0	D
Stock Option (right to buy)	$26.15	12/30/2011		D			30,056	08/12/2010	01/01/2012	Common Stock	30,056	$22.1⁽²⁾⁽¹⁹⁾	0	D
Stock Option (right to buy)	$25.86	12/30/2011		D			6,945	04/24/2011	01/01/2012	Common Stock	6,945	$22.39⁽²⁾⁽²⁰⁾	0	D
Performance Share	⁽²¹⁾	12/30/2011		M			1,629	⁽²¹⁾	03/31/2013	Common Stock	1,629	⁽²¹⁾	0	D
Performance Share	⁽²¹⁾	12/30/2011		M			1,491	⁽²¹⁾	03/31/2014	Common Stock	1,491	⁽²¹⁾	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 $7,772,662.82.

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 $47,852.90 as consideration for the cancellation.

4. The reporting person received $79,968.60 as consideration for the cancellation.

5. The reporting person received $191,448.80 as consideration for the cancellation.

6. The reporting person received $102,788.84 as consideration for the cancellation.

7. The reporting person received $102,932.10 as consideration for the cancellation.

8. The reporting person received $62,590.00 as consideration for the cancellation.

9. The reporting person received $302,806.40 as consideration for the cancellation.

10. The reporting person received $476,280.00 as consideration for the cancellation.

11. The reporting person received $79,100.00 as consideration for the cancellation.

12. The reporting person received $218,595.00 as consideration for the cancellation.

13. The reporting person received $135,564.00 as consideration for the cancellation.

14. The reporting person received $2,271.20 as consideration for the cancellation.

15. The reporting person received $36,672.00 as consideration for the cancellation.

16. The reporting person received $9,168.00 as consideration for the cancellation.

17. The reporting person received $215,700.48 as consideration for the cancellation.

18. The reporting person received $54,635.52 as consideration for the cancellation.

19. The reporting person received $664,237.60 as consideration for the cancellation.

20. The reporting person received $155,498.55 as consideration for the cancellation.

21. Each Performance Share represented the contingent right to receive one share of BancorpRI common stock upon achieving certain performance goals. In connection with the Merger, each Performance Share was cancelled for cash in the amount of 48.25 per share, for total consideration of $150,540.00.

Remarks:

	Margaret D. Farrell (Attorney-in-fact for Merrill W. Sherman)	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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