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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Wischnowsky Robert H   2. Issuer Name and Ticker or Trading Symbol BANCORP RHODE ISLAND INC [BARI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President (Last) (First) (Middle) 3 CATALPA WAY 3. Date of Earliest Transaction (Month/Day/Year) 12/30/2011 (Street) COVENTRY, RI 02816 4. If Amendment, Date 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 (City) (State) (Zip) 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 12/30/2011   M   600 A (8) 10,020 D   Common Stock 12/30/2011   M   539 A (8) 10,559 D   Common Stock 12/30/2011   D   600 D $ 48.25 9,959 D   Common Stock 12/30/2011   M   539 D $ 48.25 9,420 D   Common Stock 01/01/2012   D   9,420 D (1) 0 D

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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 Underlying Securities (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

Stock Option (right to buy)

$ 20.18

12/30/2011

D

10,000

12/15/2009

01/01/2012

Common Stock

10,000

$ 28.07 (2) (3)

0

D

Stock Option (right to buy)

$ 26.15

12/30/2011

D

11,402

08/12/2010

01/01/2012

Common Stock

11,402

$ 22.1 (2) (4)

0

D

Stock Option (right to buy)

$ 26.15

12/30/2011

D

1,312

08/12/2010

01/01/2012

Common Stock

1,312

$ 22.1 (2) (5)

0

D

Stock Option (right to buy)

$ 25.86

12/30/2011

D

3,000

04/20/2011

01/01/2012

Common Stock

3,000

$ 22.39 (2) (6)

0

D

Stock Option (right to buy)

$ 30.54

12/30/2011

D

2,096

12/22/2011

01/01/2012

Common Stock

2,096

$ 17.71 (2) (7)

0

D

Performance Share

(8)

12/30/2011

M

600

(8)

03/31/2013

Common Stock

600

(8)

0

D

Performance Share

(8)

12/30/2011

M

539

(8)

03/31/2014

Common Stock

539

(8)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Wischnowsky Robert H 3 CATALPA WAY COVENTRY, RI 02816			Vice President

Signatures

Margaret D. Farrell (Attorney-in-fact for Robert H. Wischnowsky)		01/04/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Disposed of pursuant to the Agreement and Plan of Merger, dated as of April 19, 2011 (the "Merger Agreement"), between Bancorp Rhode Island, Inc. ("BancorpRI") and Brookline Bancorp, Inc. ("Brookline"). Pursuant to the Merger Agreement, in exchange for such BancorpRI common stock the reporting person received 4.686 shares of Brookline common stock rounded down to the nearest whole share, having a market value of $8.44 per share on 12/30/2011, for approximately 47.6% of their BancorpRI common stock and cash in the amount of $48.25 per share for the remaining 52.4% of the reporting person's BancorpRI common stock, plus cash for any fractional share based on the average closing price of Brookline common stock for the ten consecutive days ending on December 23, 2011, for total consideration of $41,5503.89.
(2)	The option was cancelled in connection with the merger of BancorpRI with and into Brookline pursuant to the terms of the Merger Agreement.
(3)	The reporting person received $280,700.00 as consideration for the cancellation.
(4)	The reporting person received $251,984.20 as consideration for the cancellation.
(5)	The reporting person received $28,995.20 as consideration for the cancellation.
(6)	The reporting person received $67,170.00 as consideration for the cancellation.
(7)	The reporting person received $37,120.16 as consideration for the cancellation.
(8)	Each Performance Share represented the contingent right to receive one share of BancorpRI stock upon achieving certain performance goals. In connection with the Merger, each Performance Share was cancelled for cash in the amount of 48.25 per share, for total consideration of $54,956.75.

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