POPULAR, INC. — Director's Dealing 2019

Jan 30, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POPULAR INC (BPOP)
CIK: 0000763901
Period of Report: 2019-01-25

Reporting Person: CARRION RICHARD L (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-27	Common Stock Par Value $0.01 per share	M	36572	—	Acquired	224818.792	Direct
2019-01-27	Common Stock Par Value $0.01 per share	F	12929	$53.48	Disposed	211889.792	Direct
2019-01-27	Common Stock Par Value $0.01 per share	F	3755	$53.48	Disposed	208134.792	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-25	Restricted Stock Units	$0.00	A	36572	Acquired		Common Stock Par Value $0.01 per share (36572)	Direct
2019-01-27	Restricted Stock Units	$	M	36572	Disposed		Common Stock Par Value $0.01 per share (36572)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock Par Value $0.01 per share	73694	Indirect
Common Stock Par Value $0.01 per share	3223	Indirect
Common Stock Par Value $0.01 per share	208	Indirect

Footnotes

F1: Restricted Stock Units convert into an equivalent number of shares of Common Stock.

F2: Includes 1,744.039 shares acquired since Mr. Carrion's last Form 4, pursuant to reinvestment of dividends paid by the Corporation in transactions exempt from Section 16 of the Securities Exchange Act.

F3: Includes 8,261 shares previously held through Junior Investment which were distributed to the reporting person as a stock dividend on January 28, 2019 and are now owned directly. This distribution represents only a change in the form of the reporting person's beneficial ownership, which is a transaction exempt from Section 16 of the Securities Exchange Act by virtue of Rule 16a-13.

F4: Includes 113.984 shares acquired under Popular Inc. Puerto Rico Savings and Investment Plan in exempt transactions pursuant to Rule 16 of the Securities Exchange Act.

F5: Represents Mr. Carrion's indirect ownership in the shares of the Corporation owned by Junior Investment Corporation in which he has approximately 16.99% interest.

F6: Includes 3,200 shares previously held through the estate of Mr. Carrion's deceased spouse which were distributed to Mr. Carrion's son on December 11, 2018, as part of the liquidation of the estate of the deceased spouse.

F7: Shares held by the estate of Mr. Carrion's deceased spouse.

F8: Reflects performance-based vesting of performance share units granted to the reporting person on January 27, 2016 and accrued dividend equivalents thereunder converted into restricted stock units ("RSUs"), in each case, subject to continued time-based vesting conditions.

F9: The underlying RSUs remain subject to continued time-based vesting conditions through January 27, 2019. Upon vesting, restricted stock units are converted into an equivalent number of shares of Common Stock that are distributed to the reporting person.

F10: On January 25, 2019, 36,572 performance share units granted to the reporting person on January 27, 2016 were converted into restricted stock units upon their performance-based vesting. The restricted stock units remained subject to continued time-based vesting conditions through January 27, 2019.