POPULAR, INC. — Director's Dealing 2016

May 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POPULAR INC (BPOP)
CIK: 0000763901
Period of Report: 2016-05-03

Reporting Person: Garcia Jorge J. (Senior VP & Comptroller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-03	Common Stock Par Value $0.01 per share	A	3733	$0.00	Acquired	18178.836	Direct

Footnotes

F1: Award of restricted stock pursuant to Popular, Inc.'s 2004 Omnibus Incentive Plan, as amended. The number of shares subject to the award was determined based on the closing price of Popular, Inc.'s common stock on the grant date of May 3, 2016. Eighty percent (80%) of the award vests in equal annual installments on each of the first four (4) anniversaries of the grant date, and twenty percent (20%) of the award vests upon termination of the executive's employment after attaining (x) age 55 with 10 years of service or (y) age 60 with 5 years of service.

F2: Includes 117.836 shares acquired pursuant to reinvestment of dividends paid by the Corporation and which are exempt under Section 16 of the Securities Exchange Act.