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Section 1: 5 (FORM 5)

Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
Johnson A Kristen
2. Issuer Name and Ticker or Trading Symbol
United Financial Bancorp, Inc. [UBNK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

UNITED FINANCIAL BANCORP, INC., 225 ASYLUM STREET
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018
(Street)


HARTFORD, CT 06103
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock             40,938 D(1)(2)(3)(4)(5)(6)(7)  
Common Stock 12/31/2018   A 535.131 A $0 20,490.571 I(8)(9) By United Bank 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $10.99           06/21/2012 06/21/2022 Common Stock
5,682
  5,682
D(10)
 
Stock Options $10.99           06/21/2012 06/21/2022 Common Stock
2,017
  2,017
D(11)
 
Stock Options $7.42           11/15/2010 11/15/2020 Common Stock
5,308
  5,308
D(12)
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Johnson A Kristen
UNITED FINANCIAL BANCORP, INC.
225 ASYLUM STREET
HARTFORD, CT 06103
  X      

Signatures

/s/ Marliese L. Shaw by POA 02/13/2019
**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) Includes 10,265 shares of Restricted Stock granted on June 21, 2012 pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan and shall vest on the first annual anniversary of the grant date.
(2) Includes 1,820 shares of Restricted Stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan which vested on the first annual anniversary of the June 20, 2014 grant date.
(3) Includes 1,796 shares of Restricted Stock granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan that vested on the first annual anniversary of the November 22, 2016 grant date.
(4) Includes 1,698 shares of Restricted Stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan on June 21, 2013, and pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30,2014, all shares became 100% vested.
(5) Includes 2,209 shares of Restricted Stock granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan and shall vest on the first annual anniversary of the November 18, 2015 grant date.
(6) Includes 1,631 shares of Restricted Stock granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan and shall vest on the first annual anniversary of the November 22, 2017 grant date.
(7) Includes 1,893 shares of Restricted Stock granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan that vested on the first annual anniversary of the November 19, 2018 grant date.
(8) Shares allocated to the account of Ms. Johnson under the United Bank 401(k) Plan, of which all shares are vested.
(9) Additional non-reportable shares acquired in the United Bank 401(k) Plan during 2018, not previously reported.
(10) Stock Options granted on June 21, 2012 pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan and shall vest on the first annual anniversary of the grant date.
(11) Stock options granted pursuant to the Rockville Financial, Inc.'s 2006 Stock Incentive Award Plan and will become exercisable in five equal annual installments of 20%, with the first installment to vest on the grant date and an additional 20% to vest on each annual anniversary of the grant date thereafter.
(12) Stock options granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan and will become exercisable in equal 20% increments over a five year period, the first 20% becoming exercisable on November 15, 2010 and the subsequent vesting on each annual anniversary of that date. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, all options became 100% vested.

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