Beacon Financial Corp — Director's Dealing 2022

Mar 16, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BERKSHIRE HILLS BANCORP INC (BHLB)
CIK: 0001108134
Period of Report: 2022-03-16

Reporting Person: Zaitzeff Michael (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-16	Common Stock	J	1673202	—	Disposed	0	Indirect
2022-03-16	Common Stock	J	398923	—	Acquired	398923	Indirect
2022-03-16	Common Stock	J	1274279	—	Acquired	1274279	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2248	Indirect
Common Stock	1048	Indirect

Footnotes

F1: Securities of the Issuer beneficially owned directly by HoldCo Opportunities Fund III, L.P. ("HoldCo Fund"). VM GP VII LLC ("VM GP VII"), as the general partner of HoldCo Fund, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HoldCo Fund. HoldCo Asset Management, LP ("HoldCo Asset Management"), as the investment manager of HoldCo Fund, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HoldCo Fund. VM GP II LLC ("VM GP II"), as the general partner of HoldCo Asset Management, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HoldCo Fund. The Reporting Person, as a managing member of each of VM GP II and VM GP VII, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HoldCo Fund.

F2: The Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F3: Stock Awards granted pursuant to the Berkshire Hills Bancorp, Inc. 2018 Equity Compensation Plan vest in three equal annual installments beginning on January 30, 2022. HOF III Fund (as defined below) and VM GP VII will each receive its proportionate share of the economic benefits, if any, of this Stock Award.

F4: Stock Awards granted pursuant to the Berkshire Hills Bancorp, Inc. 2018 Equity Compensation Plan vest 100% on January 30, 2023. HOF III Fund (as defined below) and VM GP VII will each receive its proportionate share of the economic benefits, if any, of this Stock Award.

F5: On March 16, 2022, Holdco Fund engaged in a distribution of all the shares of common stock of the Issuer beneficially owned by it to HOF III Liquidating Partnership L.P. ("HOF III Fund") and VM GP VII for no consideration (the "Holdco Fund Distribution"). Represents the distribution of 1,673,202 shares of common stock of the Issuer held by Holdco Fund pursuant to the Holdco Fund Distribution.

F6: VM GP VII received 398,923 shares of common stock of the Issuer in the Holdco Fund Distribution.

F7: Securities of the Issuer beneficially owned directly by VM GP VII. The Reporting Person, as a managing member of VM GP VII, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by VM GP VII.

F8: HOF III Fund received 1,274,279 shares of common stock of the Issuer in the Holdco Fund Distribution.

F9: Securities of the Issuer beneficially owned directly by HOF III Fund. VM GP VII, as the general partner of HOF III Fund, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HOF III Fund. HoldCo Asset Management, as the investment manager of HOF III Fund, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HOF III Fund. VM GP II, as the general partner of HoldCo Asset Management, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HOF III Fund. The Reporting Person, as a managing member of each of VM GP II and VM GP VII, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HOF III Fund.