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Form 4 Naugatuck Valley Financi For: Jan 15 Filed by: Foley Mark C

January 15, 2016 6:24 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Foley Mark C

(Last) (First) (Middle)
333 CHURCH STREET

(Street)
NAUGATUCK CT 06770

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Naugatuck Valley Financial Corp [ NVSL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Credit Officer of Subsidiary
3. Date of Earliest Transaction (Month/Day/Year)
01/15/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/15/2016   D   939 D $ 0 (1) 0 I By KSOP
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 8.6 01/15/2016   D     25,000 01/30/2016 01/30/2025 Common Stock 25,000 (2) 0 D  
Stock Option (right to buy) $ 7.74 01/15/2016   D     10,000 05/27/2015 05/27/2024 Common Stock 10,000 (3) 0 D  
Explanation of Responses:
1. Disposed of pursuant to the merger agreement between the issuer and Liberty Bank for $10,329 having a market value of $11.00 per share on the effective date of the merger.
2. This option, which provided for vesting in five equal annual installments beginning January 30, 2016, was canceled in the merger in exchange for a cash payment of $60,000, representing the positive difference between the merger consideration and the option strike price on the effective date of the merger.
3. This option, which provided for vesting in five equal annual installments beginning May 27, 2015, was canceled in the merger in exchange for a cash payment of $32,600, representing the positive difference between the merger consideration and the option strike price on the effective date of the merger.
/s/ Aaron M. Kaslow, Power of Attorney 01/15/2016
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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