Statement of Changes in Beneficial Ownership (4)
March 25 2020 - 4:34PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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1. Name and Address of Reporting Person
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Massad Pamela |
2. Issuer Name and Ticker or Trading Symbol
BERKSHIRE HILLS BANCORP INC
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BHLB
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
24 NORTH STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/24/2020 |
(Street)
PITTSFIELD, MA 01201
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/24/2020 | | W |
V
| 1278744 (1) | D | $0.00 | 0 | I | By Estate |
Common Stock | 3/24/2020 | | W |
V
| 426248 | A | $0.00 | 1504617 | D | |
Common Stock | | | | | | | | 310 | I | By Stock Award I (2) |
Common Stock | | | | | | | | 1075 | I | By Stock Award II (3) |
Common Stock | | | | | | | | 1719 | I | By Stock Award III (4) |
Common Stock | | | | | | | | 260907 (5) | I | By Estate |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Explanation of Responses: |
(1) | Shares were distributed to the other beneficiaries of the Estate of David G. Massad, Sr. All beneficiaries are parties to the Amended and Restated Shareholder Agreement by and between the Estate of David G. Massad, Sr. and the Issuer, dated December 27, 2019 (as filed as an exhibit to the Form 8-K of the Issuer filed on January 3, 2020). |
(2) | Stock Awards granted pursuant to the Berkshire Hills Bancorp, Inc. 2013 Equity Compensation Plan vest in three equal annual installments beginning on January 30, 2019. |
(3) | Stock Awards granted pursuant to the Berkshire Hills Bancorp, Inc. 2013 Equity Compensation Plan vest in three equal annual installments beginning on January 30, 2020. |
(4) | Stock Awards granted pursuant to the Berkshire Hills Bancorp, Inc. 2018 Equity Compensation Plan vest in three equal annual installments beginning on January 30, 2021. |
(5) | The Series B Non-Voting Preferred Stock may only be converted into Common Stock or disposed of by the Reporting Person under certain limited circumstances set forth in the Amended and Restated Shareholder Agreement attached to the Reporting Person's Schedule 13-D/A filed on January 22, 2020, and does not carry any voting rights. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Massad Pamela 24 NORTH STREET PITTSFIELD, MA 01201 | X |
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Signatures
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/s/ Marc P. Levy, pursuant to power of attorney | | 3/25/2020 |
**Signature of Reporting Person | Date |
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