Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Trautmann Robert E
  2. Issuer Name and Ticker or Trading Symbol
People's United Financial, Inc. [PBCT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Sr Ex VP, Gen Cnsl & Secretary
(Last)
(First)
(Middle)
PEOPLES UNITED BANK, N.A., 850 MAIN STREET
3. Date of Earliest Transaction (Month/Day/Year)
11/14/2016
(Street)

BRIDGEPORT, CT 06604
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 11/14/2016   M   20,555 A $ 15.8 46,499 D  
Common Stock 11/14/2016   M   20,891 A $ 16.575 67,390 D  
Common Stock 11/14/2016   M   4,124 A $ 16.93 71,514 D  
Common Stock 11/14/2016   M   2,956 A $ 16.93 74,470 D  
Common Stock 11/14/2016   M   7,550 A $ 16.94 82,020 D  
Common Stock 11/14/2016   M   3,517 A $ 16.94 85,537 D  
Common Stock 11/14/2016   S   59,593 D $ 18.6934 (1) 25,944 (2) D  
Common Stock               61,506 I Robert Edward Trautmann Revocable Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Underlying Securities
(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 of Derivative Security: 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
Employee Option to Buy $ 15.8 11/14/2016   M     20,555   (3) 01/28/2020 Common Stock 20,555 $ 0 0 D  
Employee Option to Buy $ 16.575 11/14/2016   M     20,891   (4) 01/22/2019 Common Stock 20,891 $ 0 0 D  
Employee Option to Buy $ 16.93 11/14/2016   M     4,124   (5) 11/20/2018 Common Stock 4,124 $ 0 2,956 D  
Employee Option to Buy $ 16.93 11/14/2016   M     2,956   (5) 11/20/2018 Common Stock 2,956 $ 0 0 D  
Employee Option to Buy $ 16.94 11/14/2016   M     7,550   (6) 02/21/2018 Common Stock 7,550 $ 0 0 D  
Employee Option to Buy $ 16.94 11/14/2016   M     3,517   (6) 02/21/2018 Common Stock 3,517 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Trautmann Robert E
PEOPLES UNITED BANK, N.A.
850 MAIN STREET
BRIDGEPORT, CT 06604
      Sr Ex VP, Gen Cnsl & Secretary  

Signatures

 /s/ Robert E. Trautmann   11/14/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This transaction was executed in multiple trades at prices ranging from $18.64 to $18.76. The reported price reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request by the SEC staff, People's United Financial, Inc. or a shareholder of People's United Financial, Inc. full information regarding the number of shares and prices at which the transaction was effected.
(2) Includes 4,331 shares owned indirectly through the People's United Financial, Inc. Employee Stock Ownership Plan (including 47 shares acquired through dividend reinvestment) based on 9/30/2016 Plan statement.
(3) Exercisable in annual increments on 1/25/2012 (50%); 1/25/2013 (25%); and 1/25/2014 (25%).
(4) Exercisable in annual increments on 2/01/11 (50%); 2/01/12 (25%); and 2/01/13 (25%).
(5) Exercisable in annual increments on 11/20/2010 (50%); 11/20/2011 (25%); and 11/20/2012 (25%).
(6) Exercisable in annual increments on 2/01/2010 (50%); 2/01/2011 (25%); and 2/01/2012 (25%).

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