Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Herron Mark F
2. Date of Event Requiring Statement (Month/Day/Year)
05/03/2018
3. Issuer Name and Ticker or Trading Symbol
People's United Financial, Inc. [PBCT]
(Last)
(First)
(Middle)
C/O PEOPLE'S UNITED BANK, N.A., 850 MAIN STREET
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Executive Vice President
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BRIDGEPORT, CT 06604
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 288 (1)
D
 
Common Stock 2,430 (2)
D
 
Common Stock 1,585 (3)
D
 
Common Stock 960 (4)
D
 
Common Stock 15,000 (5)
D
 
Common Stock 849 (6)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Option to Buy   (7) 05/19/2026 Common Stock 10,128 $ 15.29 D  
Employee Option to Buy   (8) 02/16/2027 Common Stock 15,336 $ 19.165 D  
Employee Option to Buy   (9) 02/15/2028 Common Stock 21,471 $ 19.707 D  
Employee Option to Buy   (10) 05/19/2026 Common Stock 10,127 $ 15.29 D  
Employee Option to Buy   (10) 02/16/2027 Common Stock 7,667 $ 19.165 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Herron Mark F
C/O PEOPLE'S UNITED BANK, N.A.
850 MAIN STREET
BRIDGEPORT, CT 06604
      Executive Vice President  

Signatures

/s/ Mark F. Herron 05/03/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes 288 shares owned indirectly through the People's United Financial, Inc. Employee Stock Ownership Plan. Information is based on 03/31/2018 Plan statements.
(2) These are restricted shares that vest in equal annual increments on Mar. 1, 2019, Mar. 1, 2020 and Mar. 1, 2021.
(3) These are restricted shares that vest in equal annual increments on Mar. 1, 2019 and Mar. 1, 2020.
(4) These are restricted shares that vest on Mar. 1, 2019.
(5) These are restricted shares that vest on Jan. 3, 2024.
(6) Shares held at Solium or brokerage account.
(7) Exercisable on Mar. 1 immediately following the 3rd anniversary (100%) of the grant date.
(8) Exercisable in equal annual increments over two years beginning on Mar. 1 immediately following the 2nd anniversary of the grant date.
(9) Exercisable in equal annual increments over three years beginning on Mar. 1 immediately following the 1st anniversary of the grant date.
(10) These options have become exercisable in accordance with the terms of the applicable option grants.

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