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 *
Warburg Pincus Private Equity X, L.P.
  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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O WARBURG PINCUS LLC, 450 LEXINGTON AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
03/22/2013
(Street)

NEW YORK, NY 10017
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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, par value $0.01 per share ("Common Stock") 03/22/2013   X(1)(2)   8,625,000 (1) (2) A $ 11.5 (1) (2) (6) 12,804,920 (5) (1) (2) (3) (4) I See footnotes (5) (1) (2) (3) (4)
Common Stock 03/22/2013   S(1)(2)   4,060,070 (1) (2) D $ 24.43 (1) (2) 8,744,850 (5) (1) (2) (3) (4) I See footnotes (5) (1) (2) (3) (4)

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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
A-Warrant, Series 1 ("A1-Warrant") (Right to buy) $ 11.5 (6) 03/22/2013   X     1,843,100 07/27/2009 07/27/2016 Common Stock 1,843,100 (1) (2) (6) 0 I See footnotes (5) (1) (2) (3) (4)
A-Warrant, Series 2 ("A2-Warrant") (Right to buy) $ 11.5 (6) 03/22/2013   X     6,781,900 10/15/2009 10/15/2016 Common Stock 6,781,900 (1) (2) (6) 0 I See footnotes (5) (1) (2) (3) (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Warburg Pincus Private Equity X, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY 10017
  X   X    
Warburg Pincus X Partners, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY 10017
  X   X    
Warburg Pincus X, L.P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY 10017
  X   X    
Warburg Pincus X LLC
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY 10017
  X   X    
Warburg Pincus Partners LLC
450 LEXINGTON AVENUE
NEW YORK, NY 10017
  X   X    
WARBURG PINCUS & CO.
450 LEXINGTON AVENUE
NEW YORK
NY, NY 100173147
  X   X    
WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY 10017
  X   X    
KAYE CHARLES R
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY 10017
  X   X    
Landy Joseph P.
C/O WARBURG PINCUS LLC
450 LEXINGTON AVENUE
NEW YORK, NY 10017
  X   X    

Signatures

 /s/ Scott A. Arenare   03/25/2013
**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) Prior to the transaction reported herein, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership, along with an affiliated limited partnership (together, "WP X"), was the holder of 4,179,920 shares of Common Stock. On March 22, 2013, Warburg Pincus Private Equity X, L.P. exercised (on a net exercise basis) its (i) A1-Warrant exercisable for 1,843,100 shares of Common Stock and (ii) A2-Warrant exercisable for 6,781,900 shares of Common Stock. Through the exercise of the A-1 Warrant and the A-2 Warrant, WP X acquired, in the aggregate, 4,564,930 shares of Common Stock, and the A-1 Warrant and the A-2 Warrant were surrendered to WBS. The exercise price of the A1-Warrant and A2-Warrant was $11.50 per share of Common Stock. As permitted by the terms of the A-1 Warrant and the A-2 Warrant, Warburg Pincus Private Equity X, L.P. paid the $11.50 per share exercise price by having WBS withhold a number of shares of Common Stock issuable upon exercise (continued in footnote 2)
(2) of the A-1 Warrant and the A-2 Warrant equal in value to the aggregate exercise price for the A-1 Warrant and the A-2 Warrant based on the market price of the Common Stock on March 15, 2013 (which was $24.43). WBS also paid WP X $10.02 in cash, in the aggregate, in lieu of fractional shares. After giving effect to these transactions, WP X is the holder of 8,744,850 shares of Common Stock. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Warburg Pincus X L.P., a Delaware limited partnership ("WP X LP"), and the general partner of WP X; Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC") and the general partner of WP X LP; Warburg Pincus Partners, LLC, a New York limited liability company ("WP Partners") and the sole member of WP X LLC; Warburg Pincus & Co., a New York general partnership ("WP") and the managing member of WP Partners; Warburg Pincus LLC, a New York limited (continued in footnote 3)
(3) liability company ("WP LLC") that manages WP X; and Messrs. Charles R. Kaye and Joseph P. Landy, each a Managing General Partner of WP and Managing Member and Co-President of WP LLC may be deemed to be the beneficial owner of the shares of Common Stock held by WP X. Messrs. Charles R. Kaye and Joseph P. Landy may also be deemed to control WP X, WP X LP, WP X LLC, WP Partners, WP and WP LLC. Each of WP X, WP X LP, WP X LLC, WP Partners, WP, WP LLC and Messrs. Charles R. Kaye and Joseph P. Landy is a "Reporting Person," and collectively, the "Warburg Pincus Reporting Persons".
(4) Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons, other than WP X, herein states that this filing shall not be deemed an admission that he or it is the beneficial owner of any of the shares of Common Stock covered by this Statement. Each of WP X LP, WP X LLC, WP Partners, WP, WP LLC, and Messrs. Kaye and Landy disclaims beneficial ownership of the Common Stock except to the extent of its or his pecuniary interest in such shares of Common Stock.
(5) Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Persons, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person.
(6) The A1-Warrant was exercisable for $10.00 per share from 7/27/2009 until 7/27/2011, for $11.50 from 7/28/2011 until 7/27/2013, and for $13.00 thereafter until expiration, subject to adjustments for certain issuances of common stock, stock splits, stock subdivisions, stock reclassifications, stock combinations, other distributions, certain repurchases, business combinations and similar actions. The A2-Warrant was exercisable for $10.00 per share from 10/15/2009 until 10/15/2011, for $11.50 from 10/16/2011 until 10/15/2013, and for $13.00 thereafter until expiration, subject to adjustments for certain issuances of common stock, stock splits, stock subdivisions, stock reclassifications, stock combinations, other distributions, certain repurchases, business combinations and similar actions.
 
Remarks:
Solely for purposes of Section 16 of the Exchange Act, WP X may be deemed a director-by-deputization by virtue of its contractual right to designate a representative to serve on the board of directors of WBS.  See Signatures of the Warburg Pincus Reporting Persons attached as Exhibit 99.1

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