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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1. Name and Address of Reporting Person * SMITH JAMES COPENHAVER   2. Issuer Name and Ticker or Trading Symbol WEBSTER FINANCIAL CORP [WBS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman & Chief Executive Off (Last) (First) (Middle) C/O WEBSTER FINANCIAL CORP, 145 BANK STREET 3. Date of Earliest Transaction (Month/Day/Year) 02/24/2016 (Street) WATERBURY, CT 06702 4. If Amendment, Date Original Filed(Month/Day/Year) 02/26/2016 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 02/24/2016   A   69,047 (1) A $ 33.13 356,726 D   Common Stock 02/24/2016   F   29,369 (2) D $ 33.13 327,357 D   Common Stock 02/24/2016   A   12,946 A $ 0 340,303 D   Common Stock               13,043 I By Grantor Retained Annuity Trust Common Stock               134,908 I 401(k)/ESOP Common Stock               10,554 I Directly by Spouse Common Stock               5,698 I Directly by Spouse IRA

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

Stock Option

$ 48.88

12/19/2007(3)

12/19/2016

Common Stock

64,483

64,483

D

Stock Option

$ 32.03

12/18/2008(3)

12/18/2017

Common Stock

106,199

106,199

D

Stock Option

$ 12.85

12/16/2009(3)

12/16/2018

Common Stock

213,674

213,674

D

Stock Option

$ 23.81

02/22/2013(4)

02/22/2022

Common Stock

112,371

112,371

D

Stock Option

$ 23

02/20/2014(4)

02/20/2023

Common Stock

126,373

126,373

D

Phantom Stock

(5)

(6)

(6)

Common Stock

227,178

227,178

I

By Deferred Compensation Plan

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SMITH JAMES COPENHAVER C/O WEBSTER FINANCIAL CORP 145 BANK STREET WATERBURY, CT 06702	X		Chairman & Chief Executive Off

Signatures

Renee P. Seefried by Power of Attorney		03/01/2016
**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)	Performance shares earned and certified on February 24, 2016.
(2)	Shares withheld for taxes changed per vendor calculation.
(3)	4 yr. incremental vesting - 25% vests each year for 4 years.
(4)	3 yr. incremental vesting - 33-1/3% vests each year for 3 years.
(5)	Each share of phantom stock represents the right to receive one share of Webster Financial Corporation common stock or the cash value thereof. These shares are held in the Webster Deferred Compensation Plan.
(6)	Shares of phantom stock are payable in shares or in cash following termination of the reporting person's employment with Webster Financial Corporation.

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