| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INDEPENDENT BANK CORP [ INDB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/15/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/15/2006 | M | 2,000 | A | $12.4063 | 7,700.277 | D | |||
| Common Stock | 08/15/2006 | F | 750 | D | $33.04 | 6,950.277 | D | |||
| Common Stock | 08/15/2006 | M | 3,450 | A | $17.7188 | 10,400.277 | D | |||
| Common Stock | 08/15/2006 | F | 1,850 | D | $33.04 | 8,550.277(1) | D | |||
| Common Stock | 5,890.234 | I | 401(K) Plan(2) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Incentive Stock Option (right to buy) | $12.4063 | 08/15/2006 | M | 2,000 | 06/24/2000(3) | 12/22/2009 | Common Stock | 2,000 | $0 | 1,250 | D | ||||
| Incentive Stock Option (right to buy) | $17.7188 | 08/15/2006 | M | 3,450 | 06/19/1998(4) | 12/17/2007 | Common Stock | 3,450 | $0 | 0 | D | ||||
| Incentive Stock Option (right to buy) | $11.9063 | (5) | 12/20/2010 | Common Stock | 7,000 | 7,000 | D | ||||||||
| Incentive Stock Option (right to buy) | $17.25 | (6) | 12/23/2008 | Common Stock | 3,625 | 3,625 | D | ||||||||
| Incentive Stock Option (right to buy) | $20.125 | (7) | 12/19/2011 | Common Stock | 8,092 | 8,092 | D | ||||||||
| Incentive Stock Option (right to buy) | $23.47 | (8) | 12/19/2012 | Common Stock | 4,657 | 4,657 | D | ||||||||
| Incentive Stock Option (right to buy) | $30.14 | (9) | 12/11/2013 | Common Stock | 3,527 | 3,527 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $20.125 | (7) | 12/19/2011 | Common Stock | 2,008 | 2,008 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $23.47 | (8) | 12/19/2012 | Common Stock | 5,193 | 5,193 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $28.895 | 12/15/2005(10) | 12/14/2012 | Common Stock | 18,000 | 18,000 | D | ||||||||
| Non-Qualified Stock Option (right to buy) | $30.14 | (9) | 12/11/2013 | Common Stock | 4,773 | 4,773 | D | ||||||||
| Non-Qualified Stock Option (right to buy)(11) | $34.18 | 12/15/2005 | 12/09/2014 | Common Stock | 12,000 | 12,000 | D | ||||||||
| Explanation of Responses: |
| 1. Represents shares formerly held in broker name now held in Agency account jt. w/spouse and includes 87.7677 shares acquired through Independent Bank Corp.'s Dividend Reinvestment Plan since the last Form 4 filing (12/05). Such transactions are exempt from the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended. |
| 2. Represents shares held in 401(k) account. Such transactions are exempt from the reporting requirements of the Securities Exchange Act of 1934, as amended. |
| 3. Granted under the Independent Bank Corp. 1997 Employee Stock Option Plan 1,417 shares pursuant to the Option shall first become exercisable on 6/24/00, 1,417 shares shall first become exercisable on 1/2/01, and the remaining 1,416 shares shall first become exercisable on 1/2/02. the Option will expire on 12/22/09 subject to the earlier termination provisions noted above. |
| 4. Granted under the Independent Bank Corp. 1997 Employee Stock Option Plan (1997 Plan), 1,150 shares shall first become exercisable on 6/19/98, 1,150 shares shall first become exercisable on 1/2/99, and the remaining 1,150 shares shall first become exercisable on 1/2/00. The Option will expire on 12/17/07 subject to the earlier termination of employment or acceleration of vesting scheudle under certain termination of employee circumstances. |
| 5. Granted under the Independent Bank Corp. 1997 Employee Stock Option Plan, 3,667 shares shall first become exercisable on 6/22/01, 3,667 shares shall first become exercisable on 1/2/02, and 3,666 shares shall first become exercisable on 1/2/03. The Option will expire on 12/20/10 subject to the earlier termination provisions noted above. |
| 6. Granted under the Independent Bank Corp. 1997 Employee Stock Option Plan. 1,209 shares shall first become exercisable on 6/24/99, 1,209 shares shall first become exercisable on 1/2/00, and 1,207 shares shall first become exercisable on 1/2/01. The Option will expire on 12/22/08 subject to the earlier termination provisions noted above. |
| 7. Granted under the Independent Bank Corp. 1997 Employee Stock Option Plan. 3,367 shares shall first become exercisable on 6/21/02, 3,367 shares shall first become on 1/2/03, and the remaining 3,366 shares shall first become exercisable on 1/2/04 subject to the earlier termination provisions noted above. |
| 8. Granted under the Independent Bank Corp. 1997 Employee Stock Option Plan. 3,284 shares shall first become exercisable on 06/20/03, 3,283 shares shall first become on 1/2/04, and the remaining 3,283 shares shall first become exercisable on 1/2/05 subject to the earlier termination provisions noted above. |
| 9. Granted under the Independent Bank Corp. 1997 Employee Stock Option Plan (1997 Plan). 2,767 shares shall first become exercisable on 06/11/04, 2,767 shares shall first become exercisable on 01/02/05, and the remaining 2,766 shall first become exercisable on 01/02/06. The Option will expire on 12/11/13 subject to the earlier termination of employment or acceleration of vesting schedule under certain termination of employee circumstances. |
| 10. Non-Qualified Stock Options granted under the Independent Bank Corp. 2005 Employee Stock Plan (2005 Plan). The Options granted on 12/15/05 vest immediately and will expire on December 14, 2012, unless earlier terminated in accordance with Stock Option Agreement. |
| 11. 3,411 Options formerly reported as ISO's under the 12/9/04 grant have converted to NQO's due to an acceleration of vesting for all options granted that date. All Options granted on 12/9/04 have now immediately fully vested a/o 12/15/05. |
| By: Linda M. Campion, Power of Attorney For: Denis K. Sheahan | 08/16/2006 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||