WEBSTER FINANCIAL CORP — Director's Dealing 2016

Nov 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WEBSTER FINANCIAL CORP (WBS)
CIK: 0000801337
Period of Report: 2016-11-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-04	Common Stock	G	3116	—	Disposed	342316	Direct
2016-11-01	Common Stock	M	50000	$12.85	Acquired	392316	Direct
2016-11-01	Common Stock	F	32589	$40.40	Disposed	359727	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-01	Stock Option	$12.85	M	50000	Disposed	2018-12-16	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	134908	Indirect
Common Stock	10554	Indirect
Common Stock	5698	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
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	$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 (227178)	227178	Indirect

Footnotes

F1: The reporting person exercised 50,000 stock options using 32,589 shares owned to pay the exercise price and the withholding taxes incurred in connection with the exercise.

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.