WEBSTER FINANCIAL CORP — Director's Dealing 2015

Oct 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WEBSTER FINANCIAL CORP (WBS)
CIK: 0000801337
Period of Report: 2015-09-28

Reporting Person: SMITH JAMES COPENHAVER (Director, Chairman & Chief Executive Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-28	Common Stock	G	40000	—	Disposed	289099	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13043	Indirect
Common Stock	130132	Indirect
Common Stock	10554	Indirect
Common Stock	5698	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$47.40	2015-12-20	Common Stock (47182)	47182	Direct
Stock Option	$48.88	2016-12-19	Common Stock (64483)	64483	Direct
Stock Option	$32.03	2017-12-18	Common Stock (106199)	106199	Direct
Stock Option	$12.85	2018-12-16	Common Stock (213674)	213674	Direct
Stock Option	$23.81	2022-02-22	Common Stock (112371)	112371	Direct
Stock Option	$23.00	2023-02-20	Common Stock (126373)	126373	Direct
Phantom Stock	$		Common Stock (217301)	217301	Indirect

Footnotes

F1: 251,336 shares held in Trust for adult children of the reporting person, including the 40,000 shares disclosed in this filing as a gift, will no longer be reported because the reporting person does not have a pecuniary interest in the shares.

F2: 4 yr. incremental vesting - 25% vests each year for 4 years.

F3: 3 yr. incremental vesting - 33-1/3% vests each year for 3 years.

F4: Each share of phantom stock represents the right to receive one share of Webster Financial Corporation common stock or the cash value thereof. These shares are held in the Webster Deferred Compensation Plan.

F5: Shares of phantom stock are payable in shares or in cash following termination of the reporting person's employment with Webster Financial Corporation.