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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Deferred Stock Units | $ 0 | 06/13/2012 | A | 1,509.3 | (1) | (1) | Common Stock | 1,509.3 | $ 0 | 15,433.72 | D | ||||
| Deferred Stock Units | $ 0 | 06/13/2012 | A | 134.5 | (2) | (2) | Common Stock | 134.5 | $ 0 | 15,568.22 | D | ||||
| Deferred Stock Units | $ 0 | 06/13/2012 | A | 1,509.3 | (3) | (3) | Common Stock | 1,509.3 | $ 0 | 15,433.72 | D | ||||
| Deferred Stock Units | $ 0 | 06/13/2012 | A | 134.5 | (4) | (4) | Common Stock | 134.5 | $ 0 | 15,568.22 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BENNETT ALAN M 48 FIELD BROOK ROAD MADISON, CT 06443 |
X | |||
| Mary B. Reynolds, by Power of Attorney dated September 10, 2007 | 06/15/2012 | |
| **Signature of Reporting Person | Date |
| * | 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) | Constitutes an award of deferred shares, under the Stock Incentive Plan, having a value of $62,500. Shares will be delivered to each Director upon Director's retirement, under and subject to the terms of the Plan. |
| (2) | Constitutes an award of deferred shares, under the Stock Incentive Plan, having a value equal to the aggregate dividends on previously granted deferred shares for which there has been a record date since June 14, 2011. Deferred shares will be delivered to each Director upon Director's retirement, under and subject to the terms of the Plan. |
| (3) | Constitutes an award of deferred shares, under the Stock Incentive Plan, having a value of $62,500. Shares vest on the date immediately preceding the date of the annual meeting next succeeding the date of grant of such shares, provided that the recipient is still a Director on such date or, if earlier, immediately prior to a Change of Control. Vested shares will be delivered to each Director on the date of the annual meeting next succeeding the date of grant of such shares or upon the Director's retirement, in accordance with the Director's advance irrevocable election, if any, under and subject to the terms of the Plan. |
| (4) | Constitutes an award of deferred shares, under the Stock Incentive Plan, having a value equal to the aggregate dividends on previously granted deferred shares for which there has been a record date since June 14, 2011. The previously granted deferred shares vest on the date immediately preceding the date of the annual meeting next succeeding the date of grant of such shares, provided that the recipient is still a Director on such date or, if earlier, immediately prior to a Change of Control. Vested shares will be delivered to each Director on the date of the annual meeting next succeeding the date of grant of such shares or upon the Director's retirement, in accordance with the Director's advance irrevocable election, if any, under and subject to the terms of the Plan. |
| Remarks: All share counts on Table II reflect the impact of the two-for-one stock split paid on February 2, 2012. | |