Scott Nogles - Jan 1, 2023 Form 4 Insider Report for PCSB Financial Corp (PCSB)

Role: EVP and COO
Signature: /s/ Victor L. Cangelosi, pursuant to Power of Attorney
Stock symbol: PCSB
Transactions as of: Jan 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/4/2023, 01:45 PM
Previous filing: Nov 16, 2022

Transactions Table

Type	Sym	Class	Transaction	Shares	Change %	Date	Ownership	Footnotes
transaction	PCSB	Common Stock	Disposed to Issuer	-50K	-100%	Jan 1, 2023	Direct	F1
transaction	PCSB	Common Stock	Disposed to Issuer	-20.4K	-100%	Jan 1, 2023	By 401(k)	F1
transaction	PCSB	Common Stock	Disposed to Issuer	-12.5K	-100%	Jan 1, 2023	By ESOP	F1
transaction	PCSB	Common Stock	Disposed to Issuer	-8.5K	-100%	Jan 1, 2023	By IRA	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PCSB	Stock Options	Disposed to Issuer		-182K	-100%		0	Jan 1, 2023	Common Stock	182K	$19.40	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Scott Nogles is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to a merger agreement between the Issuer and Brookline Bancorp, Inc., each share of Issuer common stock was converted into and became exchangeable for the right to receive, at the election of the holder, either (i) $22.00 in cash or (ii) 1.3284 shares of Brookline Bancorp, Inc. common stock.
F2	Each option to purchase Issuer common stock, whether vested or unvested, automatically converted to the right to receive a cash payment equal to (i) the number of shares of Issuer common stock provided for in such option multiplied by (ii) the excess, if any, of $22.00 over the exercise price per share of Issuer common stock provided for in such option, which cash payment was made without interest and net of all applicable withholding taxes.

Content

Pursuant to a merger agreement between the Issuer and Brookline Bancorp, Inc., each share of Issuer common stock was converted into and became exchangeable for the right to receive, at the election of the holder, either (i) $22.00 in cash or (ii) 1.3284 shares of Brookline Bancorp, Inc. common stock.

Each option to purchase Issuer common stock, whether vested or unvested, automatically converted to the right to receive a cash payment equal to (i) the number of shares of Issuer common stock provided for in such option multiplied by (ii) the excess, if any, of $22.00 over the exercise price per share of Issuer common stock provided for in such option, which cash payment was made without interest and net of all applicable withholding taxes.