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Filing Details

Accession Number:: 0001140361-12-051327
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-12-14 17:28:47
Reporting Period:: 2012-12-12

Filing Date:: 2012-12-14
Accepted Time:: 2012-12-14 17:28:47
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	Insider Title	Director	Officer	Large Shareholder	Other
1179577	A David Coulter	C/O Warburg Pincus Llc 450 Lexington Avenue New York NY 10017		Yes	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

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	2012-12-12	10,000,000	$19.85	4,179,920	No	4	S	Indirect	See footnotes

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

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	11,987	Direct

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 14,179,920 shares of common stock, par value $0.01 per share ("Common Stock") of Webster Financial Corporation ("WBS"). On December 12, 2012, WP X sold 10,000,000 shares of Common Stock in the aggregate to Barclays Capital Inc. for $19.85 a share, pursuant to an Underwriting Agreement, dated as of December 7, 2012, among WP X, WBS and Barclays Capital Inc. After giving effect to the transaction, WP X is the holder of 4,179,920 shares of the Common Stock. WP X also holds (i) the A1-Warrant exercisable for 1,843,100 shares of Common Stock; and (ii) the A2-Warrant exercisable for 6,781,900 shares of Common Stock.
Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of WP X; Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC"), is the general partner of WP X LP; Warburg Pincus Partners, LLC, a New York limited liability company ("WP Partners") is the sole member of WP X LLC; and Warburg Pincus & Co., a New York general partnership ("WP") is the managing member of WP Partners. Warburg Pincus LLC, a New York limited liability company ("WP LLC"), manages WP X, and Messrs. Charles R. Kaye and Joseph P. Landy are each a Managing General Partner of WP and Managing Member and Co-President of WP LLC. Messrs. Charles R. Kaye and Joseph P. Landy may be deemed to control WP X, WP X LP, WP X LLC, WP Partners, WP and WP LLC.
By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as a Partner of WP and a Vice-Chairman of WP LLC, Mr. David A. Coulter may be deemed to be the beneficial owner of the Common Stock held by WP X.
Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Mr. David A. Coulter herein states that this filing shall not be deemed an admission that he is the beneficial owner of any of the shares of Common Stock held by WP X. Mr. Coulter disclaims beneficial ownership of the Common Stock held by WP X, except to the extent of his pecuniary interest in such shares of Common Stock.