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Form 4 People's United Financia For: Apr 01 Filed by: NORTON DAVID K

April 4, 2022 4:31 PM EDT
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 *
NORTON DAVID K
(Last) (First) (Middle)
PEOPLE'S UNITED BANK
850 MAIN STREET
(Street)
BRIDGEPORT CT 06604
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
People's United Financial, Inc. [ PBCT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr Ex VP & Chief HR Offcr
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2022
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 04/01/2022   D (1) (2)   159,250 (2) (3) D (1) (2) 0 D  
Common Stock 04/01/2022   A (1) (4)   46,419 (4) A $ 0 46,419 D  
Common Stock 04/01/2022   D (1) (4)   46,419 (4) D (1) (4) 0 D  
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
Employee Option To Buy $ 19.165 04/01/2022   D (5)     62,296   (6) 02/16/2027 Common Stock 62,296 (5) 0 D  
Employee Option to Buy $ 19.707 04/01/2022   D (5)     58,147   (7) 02/15/2028 Common Stock 58,147 (5) 0 D  
Employee Option to Buy $ 17.6275 04/01/2022   D (5)     64,796   (8) 02/21/2029 Common Stock 64,796 (5) 0 D  
Employee Option to Buy $ 16.215 04/01/2022   D (5)     78,019   (9) 02/20/2030 Common Stock 78,019 (5) 0 D  
Employee Option to Buy $ 15.285 04/01/2022   D (5)     48,985   (10) 02/18/2031 Common Stock 48,985 (5) 0 D  
Employee Option to Buy $ 20.9325 04/01/2022   D (5)     27,022   (11) 02/17/2032 Common Stock 27,022 (5) 0 D  
Explanation of Responses:
1. On April 1, 2022, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), Bridge Merger Corp. ("Merger Sub"), a direct, wholly owned subsidiary of M&T Bank Corporation ("M&T"), merged with and into People's United Financial, Inc., a Delaware corporation ("People's United") with People's United as the surviving entity (the "Merger") and People's United then merged with and into M&T, with M&T as the surviving entity. Pursuant to the Merger Agreement, each issued and outstanding share of People's United common stock was converted into the right to receive 0.118 of a share of M&T (the "exchange ratio").
10. These options vest in annual increments on 3/1/22 (33 1/3%); 3/1/23 (33 1/3%); and 3/1/24 (33 1/3%).
11. These options vest in annual increments on 3/1/23 (33 1/3%); 3/1/24 (33 1/3%); and 3/1/25 (33 1/3%).
2. Includes 27,897 shares of People's United restricted stock subject to time-based vesting conditions. Pursuant to the Merger Agreement, at the effective time of the Merger, such People's United restricted shares were converted into restricted shares of M&T common stock equal to the number of People's United restricted shares multiplied by the exchange ratio (rounded up or down to the nearest whole share). Except as provided in the Merger Agreement, all shares of M&T common stock received in respect of such shares of People's United restricted stock will remain subject to the same time-based vesting conditions applicable to the original award.
3. Includes 4,162 shares owned indirectly through the People's United Financial, Inc. Employee Stock Ownership Plan (including 36 shares acquired through dividend reinvestment). Information is based on 3/31/22 Plan statement.
4. The reporting person was previously granted People's United performance share units which provided for delivery of shares of People's United's common stock upon the achievement of specified performance criteria. Pursuant to the Merger Agreement, at the effective time of the Merger, the People's United outstanding performance share units were deemed earned based on the greater of target and actual level of performance through the effective time of the Merger (as reasonably determined by the compensation committee of the People's United board of directors), and each such performance share unit was cancelled and the reporting person became entitled to receive time-vesting restricted share units denominated in shares of M&T common stock, as set forth in the Merger Agreement, in an amount calculated by multiplying the number of earned performance share units (including any applicable dividend equivalents) by the exchange ratio (rounded up or down to the nearest whole number).
5. At the effective time of the Merger, each outstanding option to purchase shares of People's United common stock (a "People's United Option") ceased to represent an option to purchase shares of People's United common stock and was converted into an option to purchase a number of shares of M&T common stock (an "M&T Option") equal to the product (rounded down to the nearest whole number) of (1) the number of shares of People's United common stock subject to such People's United Option immediately prior to the effective time of the Merger and (2) the exchange ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (a) the exercise price per share of People's United common stock of such People's United Option immediately prior to the effective time of the Merger divided by (b) the exchange ratio.
6. These options vest in annual increments on 3/1/18 (33 1/3%); 3/1/19 (33 1/3%); and 3/1/20 (33 1/3%).
7. These options vest in annual increments on 3/1/19 (33 1/3%); 3/1/20 (33 1/3%); and 3/1/21 (33 1/3%).
8. These options vest in annual increments on 3/1/20 (33 1/3%); 3/1/21 (33 1/3%); and 3/1/22 (33 1/3%).
9. These options vest in annual increments on 3/1/21 (33 1/3%); 3/1/22 (33 1/3%); and 3/1/23 (33 1/3%).
/s/ Kristy Berner, attorney-in-fact 04/01/2022
** 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.
POWER OF ATTORNEY

      Know all by these presents, that the undersigned hereby
constitutes and appoints each of Kristy Berner, William J. Kelleher,
and Victoria Bova, or any of them signing singly, and with full
power of substitution, the undersigned's true and lawful attorney-
in-fact to:

	(1)	prepare, execute in the undersigned's name and on the
		undersigned's behalf, and submit
		to the U.S. Securities and Exchange Commission (the "SEC")
		a Form ID, including amendments thereto, and any other
		documents necessary or appropriate to obtain codes and
		passwords enabling the undersigned to make electronic
		filings with the SEC of reports required by Section 16(a)
		of the Securities Exchange Act of 1934 or any rule or
		regulation of the SEC;

	(2)	execute for and on behalf of the undersigned, in the
		undersigned's capacity as a director of
		People's United Financial, Inc. (the "Company"), Forms 3,
		4, and 5 in accordance with Section 16(a) of the
		Securities Exchange Act of 1934 and the rules thereunder;

	(3)	do and perform any and all acts for and on behalf of the
		undersigned which may be
		necessary or desirable to complete and execute any such
		Form 3, 4, or 5, complete and execute any amendment or
		amendments thereto, and timely file such form with the
		SEC and any stock exchange or similar authority; and

	(4)	take any other action of any type whatsoever in connection
		with the foregoing which, in the
		opinion of such attorney-in-fact, may be of benefit to, in
		the best interest of, or legally required by, the
		undersigned, it being understood that the documents
		executed by such attorney-in-fact on behalf of the
		undersigned pursuant to this Power of Attorney shall be in
		such form and shall contain such terms and conditions as
		such attorney-in-fact may approve in such attorney-in-
		fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to
all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do
or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Securities Exchange Act of 1934.

      This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and
5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 18th day of October, 2018.

						David K. Norton
						________________
						Signature


						David K. Norton
						________________
						Print Name

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