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Section 1: SC 13G/A (SC 13G/A)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549

_____________

SCHEDULE 13G/A
Under the Securities and Exchange Act of 1934


(Amendment No. 1)* 


Washington Trust Bancorp, Inc.
(Name of Issuer)

Common Stock, $.0625 par value
(Title of Class of Securities)

940610 10 8
(CUSIP Number)

December 31, 2018
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






CUSIP No. 940610 10 8 
13G/A
Page 2 of 7 Pages

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Jean M. Wallace
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) p
(b) p
 
3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5

SOLE VOTING POWER
1,068,417
6

SHARED VOTING POWER
915,000
7

SOLE DISPOSITIVE POWER
1,068,417

8

SHARED DISPOSITIVE POWER
915,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,983,417
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.4635%
12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN







CUSIP No. 940610 10 8 
13G/A
Page 3 of 7 Pages

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Jean and David W. Wallace Foundation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) p
(b) p

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5

SOLE VOTING POWER
0
6

SHARED VOTING POWER
915,000
7

SOLE DISPOSITIVE POWER
0
8

SHARED DISPOSITIVE POWER
915,000
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

915,000
10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [   ]

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2884%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO







CUSIP No. 940610 10 8
13G/A
Page 4 of 7 Pages

Item 1(a).
 
Name of Issuer:
 
 
 
 
 
Washington Trust Bancorp, Inc. (the “Issuer”)

Item 1(b).
 
Address of Issuer’s Principal Executive Offices:
 
 
 
 
 
23 Broad Street, Westerly, RI  02891

Item 2(a).
 
Name of Person Filing:
 
 
 
 
 
This statement is being filed by the following persons with respect to the shares of Common Stock of the Issuer directly owned by:
 
 
 
 
 
(i)
Jean M. Wallace;
 
 
(ii)
Jean and David W. Wallace Foundation

Item 2(b).
 
Address of Principal Business Office or, if None, Residence:
 
 
Address for Jean M. Wallace:
 
 
680 Steamboat Road, Greenwich, CT 06830
 
 
 
 
 
Address for Jean and David W. Wallace Foundation:
 
 
680 Steamboat Road, Greenwich, CT 06830

Item 2(c).
 
Citizenship:
 
 
 
 
 
Jean M. Wallace – United States
 
 
Jean and David W. Wallace Foundation – Delaware

Item 2(d).
 
Title of Class of Securities:
 
 
 
 
 
Common Stock, $.0625 par value

Item 2(e).
 
CUSIP Number:
 
 
 
 
 
940610 10 8

Item 3.  If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:   N/A







CUSIP No. 940610 10 8
13G/A
Page 5 of 7 Pages

Item 4.  Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

For Jean M. Wallace:

(a)
 
Amount beneficially owned:
 
 
1,983,417 Shares of Common Stock
(b)
 
Percent of class:
 
 
11.4635%
(c)
 
Number of shares as to which such person has:
 
 
(i)
 
Sole power to vote or to direct the vote
 
 
 
 
1,068,417
 
 
(ii)
 
Shared power to vote or to direct the vote
 
 
 
 
915,000
 
 
(iii)
 
Sole power to dispose or to direct the disposition
 
 
 
 
1,068,417
 
 
(iv)
 
Shared power to dispose or to direct the disposition
 
 
 
 
915,000

For Jean and David W. Wallace Foundation:
(a)
 
Amount beneficially owned:
 
 
915,000 Shares of Common Stock
(b)
 
Percent of class:
 
 
5.2284%
(c)
 
Number of shares as to which such person has:
 
 
(i)
 
Sole power to vote or to direct the vote
 
 
 
 
 
 
(ii)
 
Shared power to vote or to direct the vote
 
 
 
 
915,000
 
 
(iii)
 
Sole power to dispose or to direct the disposition
 
 
 
 
 
 
(iv)
 
Shared power to dispose or to direct the disposition
 
 
 
 
915,000

                                       







CUSIP No. 940610 10 8
13G/A
Page  6 of 7 Pages

Item 5.
 
Ownership of Five Percent or Less of a Class.
 
 
If this statement is being filed to report the fact that as of the date hereof a reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [   ].

Item 6.
 
Ownership of More than Five Percent on Behalf of Another Person.
 
 
N/A

Item 7.
 
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
 
 
N/A

Item 8.
 
Identification and Classification of Members of the Group.
 
 
N/A

Item 9.
 
Notice of Dissolution of Group.
 
 
N/A

Item 10.
 
Certifications.
 
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.







CUSIP No. 940610 10 8
13G/A
Page 7 of 7 Pages


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


 
 
February 14, 2019
 
 
 
 
 
 
 
 
/s/ Anne Wallace Juge
 
 
Anne Wallace Juge, Attorney-in-Fact for Jean Wallace




 
 
February 14, 2019
 
 
 
 
 
Jean and David W. Wallace Foundation
 
 
 
 
 
/s/ Anne Wallace Juge
 
 
Anne Wallace Juge, Attorney-in-Fact for Jean Wallace, President
 
 
 


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Section 2: EX-24 (EXHIBIT 24)

wallacejeandpoa4408searc
DURABLE POWER OF ATTORNEY NOTICE: THE POWERS GRANTED BY THIS DOCUMENT ARE BROAD AND SWEEPING. THEY ARE DEFINED IN CONNECTICUT STATUTORY SHORT FORM POWER OF ATTORNEY ACT, SECTIONS 1-42 To 1-56, INCLUSIVE, OF THE GENERAL STATUTES, WHICH EXPRESSLY PERMITS THE USE OF ANY OTHER OR DIFFERENT FORM OF POWER OF ATTORNEY DESIRED BY THE PARTIES CONCERNED. THE GRANTOR OF ANY POWER OF ATTORNEY OR THE ATTORNEY-IN-FACT MAY MAKE APPLICATION TO A COURT OF PROBATE FOR AN ACCOUNTING AS PROVIDED IN SUBSECTION (b) OF SECTION 45a-175. Know All Persons by These Presents, which are intended to constitute a GENERAL POWER OF ATTORNEY pursuant to Connecticut Statutory Short Form Power of Attorney Act: That 1,JEAN M. WALLACE, of 680 Steamboat Road, Greenwich, Connecticut, do hereby appoint my spouse, DAVID W. WALLACE, of 680 Steamboat Road, Greenwich, Connecticutmy attorney-in-factandif my saidspouseis unableto servein suchcapacity,I nominate and appoint my daughter, ANNE WALLACE JUGE, of 29 Lauder Lane, Greenwich, Connecticut, as successorattorney-in-fact TO ACT (If more than one agent is designatedand the principal wishes eachagent alone to be able to exercise the power conferred, insert in this blank the word "severally". Failure to make any insertion or the insenion of the word "jointly" shall require the agentsto actjointly.) First: In my name, place and steadin any way which I myself could do, if I were personally present, with respectto the following matters as eachof them is defined in the ConnecticutStatutoryShortForm Powerof Attorney Act to the extent that I ampermitted by law to act through an agent: (Strike out and initial in the opposite box any one or more of the subdivisions asto which the principal doesNOT desire to give the agent authority. Such elimination of any one or more of subdivisions (A) to (K), inclusive, shall automatically constitute an elimination also of subdivision (L).) To strike out any subdivision the principal must draw a line through the text of that subdivision AND write her initials in the box opposite. Searchable PDF created by OCR.space (Free Version)


 
real estate transactions; (B) chattel and goods transactions; (C) bond, share and commodity transactions; (D) banking transactions; (E) business operating transactions; (F) insurance transactions; (G) estate transactions; (H) claims and litigation; (I) personal relationships and affairs; (J) benefits from military service; (K) records, reports and statements; (L) all other matters. (M) In addition, I give and grant to my the following additional powers: 1. The power to deal with retirement plans, including individual retirement accounts, rollovers and voluntary contributions, changing the ownership or beneficiary designations on such accounts, plans and/or annuities and waiving non-employee spousal rights; 2. The power to make gifts for estateplanning purposes,including gifts to my attorney(s)-in-fact; 3. The power to execute revocable and irrevocable inter vivos trusts, the power to amend existing trusts, and the power to fund inter vivos trusts; 4. The power to enter into buy-sell agreements; 5. The power to forgive and collect debts; 2 Searchable PDF created by OCR.space (Free Version)


 
6. The power to complete charitable pledges; 7. The power to make statutory elections and disclaimers; 8. The power of accessto safedeposit boxes; 9. The power to borrow fundsto avoid forced liquidation of assets; 10. The power to deal with life insurance,including the power to cashin or change the ownership or beneficiary designations of life insurance policies; 11. The power to prepare,executeandfile all incometax, gift, tax, socialsecurityor unemployment insurance and information returns required by the laws of the United States, or of any state or subdivision thereof, to confer with revenue agents,to prepare, execute and file refund claims, to collect any tax refunds from the United Statesor any stateor subdivision, to executeagreementsextendingthe statuteof limitations, to representme or obtain representation for me before the Tax Court of the United Statesor any other court in connectionwith any of said tax matters, and to do anything whatsoeverrequisite or necessaryin connection with all income tax, gift, tax, social security and unemployment insurance taxes required by the laws of the United Statesor any stateor subdivision that I could do in my own person. The paragraph conceming health care decisions was intentionally omitted. Second: With full and unqualified authority to delegateany or all of the foregoing powers to any person or persons whom my attorney(+in-fact shall select; Third: Hereby ratifying and confirming all that saidattorney or substitutes do or causeto be done; Fourth: This power shall not be affected by the subsequentdisability of the principal. 3 Searchable PDF created by OCR.space (Free Version)


 
IN WITNESSWHEREOF,I havehereuntosignedmy nameandaffixedmy sealthis4th day of April, 2008. Signed, Sealed and delivered in the presence of: Qßu_ScLr9Ln Christine H. Schopfer Jean M. Wallace Linda Walser STATE OF CONNECTICUT) ss. Westport April 4, 2008 COUNTY OF FAIRFIELD ) Personally appeared JEAN M. WALLACE, signer and sealer of the foregoing Power of Attorney and acknowledged the same to be her free act and deed before me. Richard J. Di Marco Notary Public My Commission Expires: February 28, 2012 RICHARD J. DB MARCO NOTARY PUBLIC MYCOMMISSIONEXPIRESFEB.28,2012 4 Searchable PDF created by OCR.space (Free Version)


 
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