WEBSTER FINANCIAL CORP — Director's Dealing 2017

Feb 10, 2017

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: WEBSTER FINANCIAL CORP (WBS)
CIK: 0000801337
Period of Report: 2016-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-16	Common Stock	G	2000	—	Disposed	361750	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	139922	Indirect
Common Stock	10554	Indirect
Common Stock	5698	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$32.03	2017-12-18	Common Stock (106199)	106199	Direct
Stock Option	$12.85	2018-12-16	Common Stock (113674)	113674	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 (236204)	236204	Indirect

Footnotes

F1: Includes 625 shares of Webster Financial Corporation common stock acquired through December 31, 2016 under the Webster Dividend Reinvestment Plan per the records of Transfer Agent.

F2: Between January 1, 2016 and December 31, 2016, the reporting person acquired 5,014 shares of Webster Financial Corporation common stock under the Webster 401(k)/ESOP.

F3: 4 yr. incremental vesting - 25% vests each year for 4 years.

F4: 3 yr. incremental vesting - 33-1/3% vests each year for 3 years.

F5: 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.

F6: Shares of phantom stock are payable in shares or in cash following termination of the reporting person's employment with Webster Financial Corporation.

F7: Between January 1, 2016 and December 31, 2016, the reporting person acquired 5,827 shares of phantom stock under the Webster Deferred Compensation Plan.