POPULAR, INC. — Director's Dealing 2014

Mar 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POPULAR INC (BPOP)
CIK: 0000763901
Period of Report: 2014-02-27

Reporting Person: CARRION RICHARD L (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-27	Common Stock Par Value $0.01 per share	J	25253	$0.00	Acquired	229725	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock Par Value $0.01 per share	97994	Indirect
Common Stock Par Value $0.01 per share	23	Indirect
Common Stock Par Value $0.01 per share	3408	Indirect

Footnotes

F1: Issued pursuant to the Popular, Inc. 2004 Omnibus Incentive Plan consistent with the requirements of the Interim Final Rule on TARP Standards for Compensation and Corporate Governance issued by the U.S. Department of the Treasury in June 2009. The shares will vest on the second anniversary of the grant date. In order to be transferable, the Corporation must have achieved profitability for at least one fiscal year after the date of grant. Once the profitability condition is obtained, the restricted stock will become transferable in 25% increments in accordance with each 25% of TARP financial assistance that is repaid by the Corporation.

F2: Represents Mr. Carrion's indirect ownership in the shares of the Corporation owned by Junior Investment Corporation in which he has an 16.58% interest.