| 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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NEWMIL BANCORP INC [ NMIL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/06/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/06/2006 | D | 18,276 | D | (1) | 0.00 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Incentive Stock Options | $10.94 | 10/06/2006 | D | 4,000 | 08/19/1999 | 08/19/2009 | Common Stock | 4,000 | $30.06(2) | 0.00 | D | ||||
| Incentive Stock Options | $29.91 | 10/06/2006 | D | 5,000 | 01/26/2005 | 01/26/2015 | Common Stock | 5,000 | $11.09(2) | 0.00 | D | ||||
| Incentive Stock Options | $30.27 | 10/06/2006 | D | 1,750 | 12/30/2005 | 12/30/2015 | Common Stock | 1,750 | $10.73(2) | 0.00 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the agreement and plan of merger between NewMil Bancorp, Inc. and Webster Financial Corporation (the "Merger Agreement") in exchange for .8736 share of Webster common stock with a value of $41.00 for each share of NewMil common stock, plus cash in lieu of any fractional shares. |
| 2. Under the terms of the 2004 Amended and Restated Stock Option and Incentive Plan of NewMil Bancorp, Inc. ("NewMil"), following the approval of the agreement and plan of merger with Webster Financial Corporation by NewMil shareholders on September 21, 2006 this option was automatically purchased by NewMil and a cash payment was made to the reporting person equal to the difference between the exercise price of the option and the merger price for the underlying NewMil common stock, valued at $41 per share. |
| Remarks: |
| By: B. Ian McMahon by Power of Attorney | 10/06/2006 | |
| ** 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. | ||