BHLB Berkshire Hills Bancorp Inc

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 * Massad Pamela	2. Issuer Name and Ticker or Trading Symbol BERKSHIRE HILLS BANCORP INC [ BHLB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 24 NORTH STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 3/24/2020
(Street) PITTSFIELD, MA 01201 (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	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)
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
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Massad Pamela 24 NORTH STREET PITTSFIELD, MA 01201	X

Signatures
/s/ Marc P. Levy, pursuant to power of attorney		3/25/2020
**Signature of Reporting Person		Date