POPULAR, INC. — Director's Dealing 2014

Jan 30, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POPULAR INC (BPOP)
CIK: 0000763901
Period of Report: 2014-01-28

Reporting Person: GOEL DAVID E. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-28	Common Stock Par Value $0.01 per share	S	7641	$28.34	Disposed	20368	Indirect
2014-01-29	Common Stock Par Value $0.01 per share	S	5731	$27.74	Disposed	14637	Indirect
2014-01-30	Common Stock Par Value $0.01 per share	S	5731	$26.60	Disposed	8906	Indirect
2014-01-28	Common Stock Par Value $0.01 per share	S	392359	$28.34	Disposed	1045808	Indirect
2014-01-29	Common Stock Par Value $0.01 per share	S	294269	$27.74	Disposed	751539	Indirect
2014-01-30	Common Stock Par Value $0.01 per share	S	294269	$26.60	Disposed	457270	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock Par Value $0.01 per share	2398	Direct

Footnotes

F1: This price is a weighted average price. These shares were sold in multiple transactions ranging from $28.20 to $28.59, inclusive. The reporting person undertakes to provide to the Corporation, any security holder of the Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F2: The Amount of Securities Beneficially Owned by Matrix Capital Management II, LP and Matrix Capital Management Master Fund, LP has been adjusted from the last Form 4 (Statement of Changes in Beneficial Ownership) filed by the Reporting Person to give effect to transfers of shares of common stock, par value $0.01 per share, between the two funds in connection with quarterly rebalancing transactions occurring prior to the transactions reported herein.

F3: The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

F4: This price is a weighted average price. These shares were sold in multiple transactions ranging from $27.30 to $28.26, inclusive. The reporting person undertakes to provide to the Corporation, any security holder of the Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F5: This price is a weighted average price. These shares were sold in multiple transactions ranging from $26.35 to $27.22, inclusive. The reporting person undertakes to provide to the Corporation, any security holder of the Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.