WEBSTER FINANCIAL CORP — Director's Dealing 2018

Jan 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WEBSTER FINANCIAL CORP (WBS)
CIK: 0000801337
Period of Report: 2017-12-29

Reporting Person: SMITH JAMES COPENHAVER (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-29	Phantom Stock	$	A	3134.388	Disposed		Common Stock (3134.388)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	333732	Direct
Common Stock	139922	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

Footnotes

F1: 4 yr. incremental vesting - 25% vests each year for 4 years.

F2: 3 yr. incremental vesting - 33-1/3% vests each year for 3 years.

F3: 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.

F4: Shares of phantom stock are payable in shares or in cash following termination of the reporting person's employment with Webster Financial Corporation.