0001562180-22-003125.txt : 20220404
0001562180-22-003125.hdr.sgml : 20220404
20220404163210
ACCESSION NUMBER: 0001562180-22-003125
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220401
FILED AS OF DATE: 20220404
DATE AS OF CHANGE: 20220404
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Boardman Michael M
CENTRAL INDEX KEY: 0001800338
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33326
FILM NUMBER: 22802779
MAIL ADDRESS:
STREET 1: C/O PEOPLE'S UNITED BANK, N.A.
STREET 2: 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
0001800338
Boardman Michael M
PEOPLE'S UNITED BANK
850 MAIN STREET
BRIDGEPORT
CT
06604
false
true
false
false
Executive Vice President
Common Stock
2022-04-01
4
D
false
25902.00
D
0.00
D
Common Stock
2022-04-01
4
A
false
26210.00
0.00
A
26210.00
D
Common Stock
2022-04-01
4
D
false
26210.00
D
0.00
D
Employee Option to Buy
16.215
2022-04-01
4
D
false
44051.00
D
2030-02-20
Common Stock
44051.00
0.00
D
Employee Option to Buy
15.285
2022-04-01
4
D
false
27658.00
D
2031-02-18
Common Stock
27658.00
0.00
D
Employee Option to Buy
20.9325
2022-04-01
4
D
false
15257.00
D
2032-02-17
Common Stock
15257.00
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").
Includes 18,825 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.
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 3/1/21 (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%).
/s/ Michael M. Boardman
2022-04-01