0001562180-22-003118.txt : 20220404
0001562180-22-003118.hdr.sgml : 20220404
20220404163048
ACCESSION NUMBER: 0001562180-22-003118
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20220401
FILED AS OF DATE: 20220404
DATE AS OF CHANGE: 20220404
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Powlus Lee C
CENTRAL INDEX KEY: 0001500954
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33326
FILM NUMBER: 22802728
MAIL ADDRESS:
STREET 1: 850 MAIN STREET
CITY: BRIDGEPORT
STATE: CT
ZIP: 06604
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: People's United Financial, Inc.
CENTRAL INDEX KEY: 0001378946
STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: C/O PEOPLE'S BANK
STREET 2: 850 MAIN STREET
CITY: BRIDGEPORT
STATE: CT
ZIP: 06604
BUSINESS PHONE: 203-338-4114
MAIL ADDRESS:
STREET 1: C/O PEOPLE'S BANK
STREET 2: 850 MAIN STREET
CITY: BRIDGEPORT
STATE: CT
ZIP: 06604
4
1
primarydocument.xml
PRIMARY DOCUMENT
X0306
4
2022-04-01
false
0001378946
People's United Financial, Inc.
PBCT
0001500954
Powlus Lee C
PEOPLES UNITED BANK
850 MAIN STREET
BRIDGEPORT
CT
06604
false
true
false
false
Sr Ex VP & Chief Admin Officer
Common Stock
2022-04-01
4
D
false
191401.00
D
0.00
D
Common Stock
2022-04-01
4
A
false
51083.00
0.00
A
51083.00
D
Common Stock
2022-04-01
4
D
false
51083.00
D
0.00
D
Employee Option to Buy
12.94
2022-04-01
4
D
false
101344.00
D
2023-02-21
Common Stock
101344.00
0.00
D
Employee Option to Buy
13.9025
2022-04-01
4
D
false
154095.00
D
2014-02-20
Common Stock
154095.00
0.00
D
Employee Option to Buy
14.85
2022-04-01
4
D
false
169261.00
D
2025-02-19
Common Stock
169261.00
0.00
D
Employee Option to Buy
14.565
2022-04-01
4
D
false
99238.00
D
2026-02-18
Common Stock
99238.00
0.00
D
Employee Option To Buy
19.165
2022-04-01
4
D
false
66914.00
D
2027-02-16
Common Stock
66914.00
0.00
D
Employee Option to Buy
19.707
2022-04-01
4
D
false
63988.00
D
2028-02-15
Common Stock
63988.00
0.00
D
Employee Option to Buy
17.6275
2022-04-01
4
D
false
71306.00
D
2029-02-21
Common Stock
71306.00
0.00
D
Employee Option to Buy
16.215
2022-04-01
4
D
false
85857.00
D
2030-02-20
Common Stock
85857.00
0.00
D
Employee Option to Buy
15.285
2022-04-01
4
D
false
53906.00
D
2031-02-18
Common Stock
53906.00
0.00
D
Employee Option to Buy
20.9325
2022-04-01
4
D
false
29737.00
D
2032-02-17
Common Stock
29737.00
0.00
D
On April 1, 2022, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), Bridge Merger Corp. ("Merger Sub"), a direct, wholly owned subsidiary of M&T Bank Corporation ("M&T"), merged with and into People's United Financial, Inc., a Delaware corporation ("People's United") with People's United as the surviving entity (the "Merger") and People's United then merged with and into M&T, with M&T as the surviving entity. Pursuant to the Merger Agreement, each issued and outstanding share of People's United common stock was converted into the right to receive 0.118 of a share of M&T (the "exchange ratio").
These options vest in annual increments on 3/1/18 (33 1/3%); 3/1/19 (33 1/3%); and 3/1/20 (33 1/3%).
These options vest in annual increments on 3/1/19 (33 1/3%); 3/1/20 (33 1/3%); and 3/1/21 (33 1/3%).
These options vest in annual increments on 3/1/20 (33 1/3%); 3/1/21 (33 1/3%); and 3/1/22 (33 1/3%).
These options vest in annual increments on 3/1/21 (33 1/3%); 3/1/22 (33 1/3%); and 3/1/23 (33 1/3%).
These options vest in annual increments on 3/1/22 (33 1/3%); 3/1/23 (33 1/3%); and 3/1/24 (33 1/3%).
These options vest in annual increments on 3/1/23 (33 1/3%); 3/1/24 (33 1/3%); and 3/1/25 (33 1/3%).
Includes 30,700 shares of People's United restricted stock subject to time-based vesting conditions. Pursuant to the Merger Agreement, at the effective time of the Merger, such People's United restricted shares were converted into restricted shares of M&T common stock equal to the number of People's United restricted shares multiplied by the exchange ratio (rounded up or down to the nearest whole share). Except as provided in the Merger Agreement, all shares of M&T common stock received in respect of such shares of People's United restricted stock will remain subject to the same time-based vesting conditions applicable to the original award.
Includes 2,977 shares owned indirectly through the People's United Bank 401(k) Plan (including 25 shares acquired through dividend reinvestment) and 5,225 shares owned indirectly through the People's United Financial, Inc. Employee Stock Ownership Plan (including 45 shares acquired through dividend reinvestment). Information is based on 3/31/22 Plan statements.
The reporting person was previously granted People's United performance share units which provided for delivery of shares of People's United's common stock upon the achievement of specified performance criteria. Pursuant to the Merger Agreement, at the effective time of the Merger, the People's United outstanding performance share units were deemed earned based on the greater of target and actual level of performance through the effective time of the Merger (as reasonably determined by the compensation committee of the People's United board of directors), and each such performance share unit was cancelled and the reporting person became entitled to receive time-vesting restricted share units denominated in shares of M&T common stock, as set forth in the Merger Agreement, in an amount calculated by multiplying the number of earned performance share units (including any applicable dividend equivalents) by the exchange ratio (rounded up or down to the nearest whole number).
At the effective time of the Merger, each outstanding option to purchase shares of People's United common stock (a "People's United Option") ceased to represent an option to purchase shares of People's United common stock and was converted into an option to purchase a number of shares of M&T common stock (an "M&T Option") equal to the product (rounded down to the nearest whole number) of (1) the number of shares of People's United common stock subject to such People's United Option immediately prior to the effective time of the Merger and (2) the exchange ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of People's United common stock of such People's United Option immediately prior to the effective time of the Merger divided by (b) the exchange ratio.
These options vest in annual increments on 3/1/14 (33 1/3%); 3/1/15 (33 1/3%); and 3/1/16 (33 1/3%).
These options vest in annual increments on 3/1/15 (33 1/3%); 3/1/16 (33 1/3%); and 3/1/17 (33 1/3%).
These options vest in annual increments on 3/1/16 (33 1/3%); 3/1/17 (33 1/3%); and 3/1/18 (33 1/3%).
These options vest in annual increments on 3/1/17 (33 1/3%); 3/1/18 (33 1/3%); and 3/1/19 (33 1/3%).
/s/ Kristy Berner, attorney-in-fact
2022-04-01
EX-24
2
powlus_poa2019.txt
POA
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints each of Kristy Berner, William J. Kelleher,
and Victoria Bova, or any of them signing singly, and with full
power of substitution, the undersigned's true and lawful attorney-
in-fact to:
(1) prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit
to the U.S. Securities and Exchange Commission (the "SEC")
a Form ID, including amendments thereto, and any other
documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic
filings with the SEC of reports required by Section 16(a)
of the Securities Exchange Act of 1934 or any rule or
regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of
People's United Financial, Inc. (the "Company"), Forms 3,
4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the
undersigned which may be
necessary or desirable to complete and execute any such
Form 3, 4, or 5, complete and execute any amendment or
amendments thereto, and timely file such form with the
SEC and any stock exchange or similar authority; and
(4) take any other action of any type whatsoever in connection
with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in
the best interest of, or legally required by, the
undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-
fact's discretion.
The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to
all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do
or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and
5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 18th day of October, 2018.
Lee C. Powlus
________________
Signature
Lee C. Powlus
________________
Print Name