FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Rosato R David 		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 EVP and CFO
(Last)          (First)          (Middle)

C/O PEOPLE'S UNITED BANK, 850 MAIN STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/1/2016
(Street)

BRIDGEPORT, CT 06604
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   12/1/2016     M    43830.00   A $16.805   121127.00   D    
Common Stock   12/1/2016     S    43830.00   D $18.92   (1) 77297.00   (2) D    
Common Stock                  355.00   I   IRA f/b/o Dana Rosato  
Common Stock                  120.00   I   IRA f/b/o Kevin Rosato  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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   $16.805   12/1/2016     M         43830.00      (3) 12/12/2017   Common Stock   43830.00   $0.00   0.00   D    

Explanation of Responses:
( 1)  This transaction was executed in multiple trades at prices ranging from $18.895 to $18.96. The reported price reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the SEC staff, People's United Financial, Inc. or a shareholder of People's United Financial, Inc. full information regarding the number of shares and prices at which the transaction was effected.
( 2)  Includes 2,817 shares owned indirectly through the People's United Financial, Inc. Employee Stock Ownership Plan (including 31 shares acquired through dividend reinvestment). Information based on 9/30/16 Plan statements.
( 3)  Exercisable in annual increments on 12/12/2009 (33 1/3%); 12/12/2010 (33 1/3%); and 12/12/2011 (33 1/3%).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Rosato R David
C/O PEOPLE'S UNITED BANK
850 MAIN STREET
BRIDGEPORT, CT 06604

Sr EVP and CFO

Signatures
/s/ R. David Rosato 12/1/2016
** 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 control number.
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