Michael Zaitzeff - Mar 16, 2022 Form 4 Insider Report for BERKSHIRE HILLS BANCORP INC (BHLB)

Role
Director
Signature
/s/ Michael Zaitzeff
Stock symbol
BHLB
Transactions as of
Mar 16, 2022
Transactions value $
$0
Form type
4
Date filed
3/16/2022, 06:00 PM
Previous filing
Feb 1, 2022
Next filing
May 18, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BHLB Common Stock Other -1.67M -100% 0 Mar 16, 2022 By HoldCo Opportunities Fund III F1, F2, F5
transaction BHLB Common Stock Other +399K 399K Mar 16, 2022 VM GP VII F2, F6, F7
transaction BHLB Common Stock Other +1.27M 1.27M Mar 16, 2022 HOF III Fund F2, F8, F9
holding BHLB Common Stock 2.25K Mar 16, 2022 By Stock Award II F1, F2, F4
holding BHLB Common Stock 1.05K Mar 16, 2022 By Stock Award I F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Securities of the Issuer beneficially owned directly by HoldCo Opportunities Fund III, L.P. ("HoldCo Fund"). VM GP VII LLC ("VM GP VII"), as the general partner of HoldCo Fund, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HoldCo Fund. HoldCo Asset Management, LP ("HoldCo Asset Management"), as the investment manager of HoldCo Fund, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HoldCo Fund. VM GP II LLC ("VM GP II"), as the general partner of HoldCo Asset Management, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HoldCo Fund. The Reporting Person, as a managing member of each of VM GP II and VM GP VII, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HoldCo Fund.
F2 The Reporting Person disclaims beneficial ownership of the securities of the Issuer reported herein except to the extent of his pecuniary interest therein, and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
F3 Stock Awards granted pursuant to the Berkshire Hills Bancorp, Inc. 2018 Equity Compensation Plan vest in three equal annual installments beginning on January 30, 2022. HOF III Fund (as defined below) and VM GP VII will each receive its proportionate share of the economic benefits, if any, of this Stock Award.
F4 Stock Awards granted pursuant to the Berkshire Hills Bancorp, Inc. 2018 Equity Compensation Plan vest 100% on January 30, 2023. HOF III Fund (as defined below) and VM GP VII will each receive its proportionate share of the economic benefits, if any, of this Stock Award.
F5 On March 16, 2022, Holdco Fund engaged in a distribution of all the shares of common stock of the Issuer beneficially owned by it to HOF III Liquidating Partnership L.P. ("HOF III Fund") and VM GP VII for no consideration (the "Holdco Fund Distribution"). Represents the distribution of 1,673,202 shares of common stock of the Issuer held by Holdco Fund pursuant to the Holdco Fund Distribution.
F6 VM GP VII received 398,923 shares of common stock of the Issuer in the Holdco Fund Distribution.
F7 Securities of the Issuer beneficially owned directly by VM GP VII. The Reporting Person, as a managing member of VM GP VII, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by VM GP VII.
F8 HOF III Fund received 1,274,279 shares of common stock of the Issuer in the Holdco Fund Distribution.
F9 Securities of the Issuer beneficially owned directly by HOF III Fund. VM GP VII, as the general partner of HOF III Fund, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HOF III Fund. HoldCo Asset Management, as the investment manager of HOF III Fund, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HOF III Fund. VM GP II, as the general partner of HoldCo Asset Management, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HOF III Fund. The Reporting Person, as a managing member of each of VM GP II and VM GP VII, may be deemed the beneficial owner of the securities of the Issuer beneficially owned by HOF III Fund.

Remarks:

The transfer of shares of common stock reported herein is related to the distribution by HoldCo Fund of a number of securities, and is not an indication of the Reporting Person's view on the future prospects of the Issuer.