Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Meiklejohn Mark J.
   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)
Chief Lending Officer
(Last)
(First)
(Middle)
P.O. BOX 1562		 3. Date of Earliest Transaction (Month/Day/Year)
12/30/2011
(Street)

KINGSTON, RI 02881		 4. If Amendment, Date Original Filed(Month/Day/Year)
01/04/2012		 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 (16) 11,063 D  
Common Stock 12/30/2011   M   561 A (16) 11,624 D  
Common Stock 12/30/2011   D   600 D $ 48.25 11,024 D  
Common Stock 12/30/2011   D   561 D $ 48.25 10,463 D  
Common Stock 01/01/2012   D   10,463 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) $ 34.37 12/30/2011   D     8,500 02/21/2007 01/01/2012 Common Stock 8,500 $ 13.88 (2) (3) 0 D  
Stock Option (right to buy) $ 34.89 12/30/2011   D     374 04/06/2007 01/01/2012 Common Stock 374 $ 13.36 (2) (4) 0 D  
Stock Option (right to buy) $ 26.15 12/30/2011   D     11,584 08/12/2010 01/01/2012 Common Stock 11,584 $ 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     1,329 12/22/2011 01/01/2012 Common Stock 1,329 $ 17.71 (2) (7) 0 D  
Stock Option (right to buy) $ 34.89 12/30/2011   D     495 04/06/2007 01/01/2012 Common Stock 495 $ 13.36 (2) (8) 0 D  
Stock Option (right to buy) $ 34.89 12/30/2011   D     331 04/06/2007 01/01/2012 Common Stock 331 $ 13.36 (2) (9) 0 D  
Stock Option (right to buy) $ 43.45 12/30/2011   D     1,500 04/24/2008 01/01/2012 Common Stock 1,500 $ 4.8 (2) (10) 0 D  
Stock Option (right to buy) $ 34.32 12/30/2011   D     3,000 12/18/2008 01/01/2012 Common Stock 3,000 $ 13.93 (2) (11) 0 D  
Stock Option (right to buy) $ 34.32 12/30/2011   D     4,500 12/18/2008 01/01/2012 Common Stock 4,500 $ 13.93 (2) (12) 0 D  
Stock Option (right to buy) $ 32.89 12/30/2011   D     1,120 04/22/2009 01/01/2012 Common Stock 1,120 $ 15.36 (2) (13) 0 D  
Stock Option (right to buy) $ 32.89 12/30/2011   D     4,480 04/22/2009 01/01/2012 Common Stock 4,480 $ 15.36 (2) (14) 0 D  
Stock Option (right to buy) $ 30.54 12/30/2011   D     854 12/22/2011 01/01/2012 Common Stock 854 $ 17.71 (2) (15) 0 D  
Performance Share (16) 12/30/2011   M     600   (16) 03/13/2013 Common Stock 600 (16) 0 D  
Performance Share (16) 12/30/2011   M     561   (16) 03/13/2014 Common Stock 561 (16) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Meiklejohn Mark J.
P.O. BOX 1562
KINGSTON, RI 02881		       Chief Lending Officer  

Signatures

 Margaret D. Farrell (Attorney-in-fact for Mark J. Meiklejohn)   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 7,150 shares of his BancorpRI common stock and cash in the amount of $48.25 per share for the remaining 3,313 of his 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 $438,129.52.
(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 $117,980.00 as consideration for the cancellation.
(4) The reporting person received $4,996.64 as consideration for the cancellation.
(5) The reporting person received $256,006.40 as consideration for the cancellation.
(6) The reporting person received $67,170.00 as consideration for the cancellation.
(7) The reporting person received $23,536.59 as consideration for the cancellation.
(8) The reporting person received $6,613.20 as consideration for the cancellation.
(9) The reporting person received $4,422.16 as consideration for the cancellation.
(10) The reporting person received $7,200.00 as consideration for the cancellation.
(11) The reporting person received $41,790.00 as consideration for the cancellation.
(12) The reporting person received $62,685.00 as consideration for the cancellation.
(13) The reporting person received $17,203.20 as consideration for the cancellation.
(14) The reporting person received $68,812.80 as consideration for the cancellation.
(15) The reporting person received $15,124.34 as consideration for the cancellation.
(16) Each Performance Share represented the contingent right to receive one share of BancorpRI common 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 $56,018.25.
 
Remarks:
This amended report is being filed to correct the price of the securities disposed of in connection with the Merger and to clarify how such price was calculated as shown in Table I and footnote (1).

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