Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Zaitzeff Michael

(Last)

(First)

(Middle)

C/O HOLDCO ASSET MANAGEMENT, LP

515 E. LAS OLAS BLVD., SUITE 1010

(Street)

FORT LAURDERDALE

33301

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/29/2024		S		2,756	D	$24.9916	0	I	HOF III Fund⁽¹⁾⁽⁸⁾
Common Stock	01/29/2024		S		49,154	D	$25.1929⁽²⁾	349,785	I	VM GP VII⁽³⁾⁽⁸⁾
Common Stock	01/30/2024		S		41,274	D	$25.078⁽⁴⁾	308,511	I	VM GP VII⁽³⁾⁽⁸⁾
Common Stock	01/30/2024		A		2,595	A	$0.00	2,595	I	By Stock Award IV⁽⁵⁾⁽⁸⁾
Common Stock	01/31/2024		S		20,028	D	$24.7338⁽⁶⁾	288,483	I	VM GP VII⁽³⁾⁽⁸⁾
Common Stock								0⁽⁷⁾	I	By Stock Award III⁽⁸⁾
Common Stock								0⁽⁷⁾	I	By Stock Award I⁽⁸⁾
Common Stock								2,665⁽⁷⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Securities of the Issuer beneficially owned directly by HOF III Liquidating Partnership L.P. ("HOF III Fund"). VM GP VII LLC ("VM GP VII"), as the general partner of HOF III Fund, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HOF III Fund. HoldCo Asset Management, LP ("HoldCo Asset Management"), as the investment manager of HOF III Fund, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HOF III Fund. VM GP II LLC ("VM GP II"), as the general partner of HoldCo Asset Management, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HOF III Fund. The Reporting Person, as a managing member of each of VM GP II and VM GP VII, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HOF III Fund.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.0950 to $25.2527. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. Securities of the Issuer beneficially owned directly by VM GP VII. The Reporting Person, as a managing member of VM GP VII, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by VM GP VII.

4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.0500 to $25.2461. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. Stock Awards granted pursuant to the Berkshire Hills Bancorp, Inc. 2018 Equity Compensation Plan vest 100% on January 30, 2025.

6. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.2600 to $24.7377. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. Since the Reporting Person's last report, 2,141 shares previously held through Stock Award III and 524 shares previously held through Stock Award I have vested and are owned directly.

8. The Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ Michael Zaitzeff	01/31/2024
	** 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.