WEBSTER FINANCIAL CORP — Director's Dealing 2018

Feb 9, 2018

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: WEBSTER FINANCIAL CORP (WBS)
CIK: 0000801337
Period of Report: 2017-12-31

Reporting Person: SMITH JAMES COPENHAVER (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-26	Common Stock	G	4000	—	Disposed	330241	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	143771	Indirect
Common Stock	10554	Indirect
Common Stock	5698	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option	$12.85	2018-12-16	Common Stock (109783)	109783	Direct
Stock Option	$23.81	2022-02-22	Common Stock (99774)	99774	Direct
Stock Option	$23.00	2023-02-20	Common Stock (122026)	122026	Direct
Phantom Stock	$		Common Stock (244160.418)	244160.418	Indirect

Footnotes

F1: Includes 509 shares of Webster Financial Corporation common stock acquired through December 31, 2017 under the Webster Dividend Reinvestment Plan per the records of Transfer Agent.

F2: Between January 1, 2017 and December 31, 2017, the reporting person acquired 3,849 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, 2017 and December 31, 2017, the reporting person acquired 4,821.679 shares of phantom stock under the Webster Deferred Compensation Plan.