POPULAR, INC. — Director's Dealing 2019

Jan 29, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: FERRER JAVIER D. (Executive VP & General Counsel)

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	7185	—	Acquired	37702.33	Direct
2019-01-27	Common Stock Par Value $0.01 per share	F	1966	$53.48	Disposed	35736.33	Direct
2019-01-27	Common Stock Par Value $0.01 per share	F	559	$53.48	Disposed	35177.33	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-25	Restricted Stock Units	$0.00	A	7185	Acquired		Common Stock Par Value $0.01 per share (7185)	Direct
2019-01-27	Restricted Stock Units	$	M	7185	Disposed		Common Stock Par Value $0.01 per share (7185)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock Par Value $0.01 per share	1167	Indirect

Footnotes

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

F2: Includes 584.528 shares acquired since Mr. Ferrer'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: Mr. Ferrer disclaims beneficial ownership of Popular Inc.'s shares held by his wife and has no investment authority over those shares.

F4: 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.

F5: 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.

F6: On January 25, 2019, 7,185 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.