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Filing Details

Accession Number:: 0001140361-13-020722
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-05-14 18:54:21
Reporting Period:: 2013-05-13

Filing Date:: 2013-05-14
Accepted Time:: 2013-05-14 18:54:21
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
801337	Webster Financial Corp	WBS	National Commercial Banks (6021)	061187536

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
929408	Warburg Pincus & Co.	450 Lexington Avenue New York Ny NY 100173147	Yes	No	Yes	No
1162870	Warburg Pincus Llc	450 Lexington Avenue New York NY 10017	Yes	No	Yes	No
1220638	P. Joseph Landy	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	Yes	No
1239318	R Charles Kaye	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	Yes	No
1322709	Warburg Pincus Partners Llc	450 Lexington Avenue New York NY 10017	Yes	No	Yes	No
1414561	Warburg Pincus X, L.p.	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	Yes	No
1414564	Warburg Pincus X Llc	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	Yes	No
1414565	Warburg Pincus Private Equity X, L.p.	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	No	No
1451560	Warburg Pincus X Partners, L.p.	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share ("Common Stock")	Disposition	2013-05-13	8,744,850	$22.50	0	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes

Footnotes

Prior to the transaction reported herein, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, together with an affiliated limited partnership (together, "WP X"), was the holder of 8,744,850 shares of common stock, par value $0.01 per share ("Common Stock") of Webster Financial Corporation ("WBS"). On May 13, 2013, WP X sold 8,744,850 shares of Common Stock of WBS in the aggregate to J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. for $22.50 a share, pursuant to an Underwriting Agreement dated as of May 8, 2013, among WP X, WBS, J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. After giving effect to the transaction, WP X is no longer a holder of shares of Common Stock.
By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP") and the general partner of WP X; Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC") and the general partner of WP X LP; Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners") and the sole member of WP X LLC; Warburg Pincus & Co., a New York general partnership ("WP") and the managing member of WP Partners; Warburg Pincus LLC, a New York limited liability company ("WP LLC") that manages WP X; and Messrs. Charles R. Kaye and Joseph P. Landy, each Managing General Partners of WP and Managing Members and Co-Presidents of WP LLC, may have been deemed to be the beneficial owner of the shares of Common Stock held by WP X. Messrs. Charles R. Kaye and Joseph P. Landy may have also been deemed to control (continued in footnote 3)
WP X, WP X LP, WP X LLC, WP Partners, WP and WP LLC. Each of WP X, WP X LP, WP X LLC, WP Partners, WP, WP LLC, and Messrs. Charles R. Kaye and Joseph P. Landy was a "Reporting Person," and, collectively, the "Warburg Pincus Reporting Persons".
Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons, other than WP X, herein states that this filing shall not be deemed an admission that he or it was the beneficial owner of any of the shares of Common Stock covered by this Statement. Each of WP X LP, WP X LLC, WP Partners, WP, WP LLC, and Messrs. Charles R. Kaye and Joseph P. Landy disclaims beneficial ownership of the Common Stock except to the extent of its or his pecuniary interest in such shares of Common Stock.
Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Persons, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person.