SUFFOLK BANCORP (NYSE:SCNB) Files An 8-K Completion of Acquisition or Disposition of Assets

Item2.01. Completion of Acquisition or Disposition of Assets.

On April1, 2017, to the terms and conditions of the Agreement and
Plan of Merger, dated June26, 2016 (the Merger Agreement),
by and between Peoples United Financial, Inc. (Peoples
United) and Suffolk Bancorp (Suffolk), the merger of
Peoples United and Suffolk (the Merger), in which Suffolk
merged with and into Peoples United, with Peoples United as the
surviving corporation, became effective.

Subject to the terms and conditions of the Merger Agreement, at
the effective time of the Merger (the Effective Time),
Suffolk shareholders became entitled to receive 2.225 shares (the
Exchange Ratio) of common stock, par value $0.01 per
share, of Peoples United (Peoples United Common Stock) for
each outstanding share of common stock, par value $2.50 per
share, of Suffolk (Suffolk Common Stock) held immediately
prior to the completion of the Merger, with cash payable in lieu
of any fractional shares.

At the Effective Time, subject to the terms and conditions of the
Merger Agreement, each option granted by Suffolk to purchase
shares of Suffolk Common Stock, whether vested or unvested, that
was outstanding and unexercised immediately prior to the
Effective Time fully vested and was cancelled and converted
automatically into the right to receive a number of shares of
Peoples United Common Stock equal to the quotient of (i)the
product of (A)the number of shares of Suffolk Common Stock
subject to such option multiplied by (B)the excess, if any, of
the Per Share Stock Consideration over the exercise price per
share of Suffolk Common Stock of such option, divided by (ii)
$18.088, which is the average closing-sale price of Peoples
United Common Stock for the five full trading days ending on the
trading day immediately preceding March31, 2017, with cash
payable in lieu of any fractional shares. Per Share Stock
Consideration means the Exchange Ratio times $18.088, which
is the average closing-sale price per share of Peoples United
Common Stock for the five full trading days ending on the trading
day immediately preceding March31, 2017.

At the Effective Time, subject to the terms and conditions of the
Merger Agreement, each restricted share of Suffolk Common Stock
granted on or prior to the date of the Merger Agreement that was
outstanding immediately prior to the Effective Time fully vested
and was cancelled and converted automatically into the right to
receive 2.225 shares of Peoples United Common Stock. At the
Effective Time, subject to the terms and conditions of the Merger
Agreement, each restricted share of Suffolk Common Stock granted
following the date of the Merger Agreement that was outstanding
immediately prior to the Effective Time was converted into the
right to receive 2.225 restricted shares of Peoples United Common
Stock (with any fractional shares rounded to the nearest whole
number of shares), which remained subject to the same terms,
conditions and restrictions (including any vesting conditions) as
were applicable immediately prior to the Effective Time.

Immediately following the Merger, Peoples United Bank, National
Association, a national bank and a wholly owned subsidiary of
Peoples United, merged with and into The Suffolk County National
Bank of Riverhead, a national bank and a wholly owned subsidiary
of Suffolk, with Peoples United Bank, National Association as the
surviving entity.

The foregoing description of the Merger and the Merger Agreement
does not purport to be complete and is qualified in its entirety
by reference to the Merger Agreement, which is attached as
Exhibit2.1 to this report and is incorporated herein by
reference.

Item3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.

Trading in shares of Suffolk Common Stock on the New York Stock
Exchange has been halted. As a consequence of the Merger, on
March31, 2017 Suffolk requested that a Form 25 be filed with the
SEC, to request the removal of the Suffolk Common Stock from
listing and registration on the New York Stock Exchange and from
registration under Section12(b) of the Securities Exchange Act of
1934 (the Exchange Act). Suffolk intends to file with the
SEC a certification on Form 15 under the Exchange Act requesting
the termination of the registration of Suffolk Common Stock under
Section12(g) of the Exchange Act and the suspension of Suffolks
reporting obligations under Sections 13 and 15(d) of the Exchange
Act. The disclosure set forth in Item2.01 is incorporated herein
by reference.

Item3.03. Material Modification to Rights of Security
Holders.

At the Effective Time, shareholders of Suffolk immediately prior
to the completion of the Merger ceased to have any rights as
shareholders of Suffolk other than the right to receive the
merger consideration in accordance with the Merger Agreement. The
disclosure set forth in Item2.01, Item3.01 and Item5.03 is
incorporated herein by reference.

Item5.01. Changes in Control of Registrant.

The disclosure set forth in Item2.01 and Item5.02 is incorporated
herein by reference.

Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

As of the Effective Time, Suffolks directors and executive
officers ceased serving as directors and executive officers of
Suffolk.

In addition, effective as of March 31, 2017 but subject to the
occurrence of the Effective Time, Suffolk and Suffolk County
National Bank entered into agreements with Howard Bluver and
Christopher Hilton providing for the termination of their Change
of Control Employment Agreements with Suffolk and Suffolk County
National Bank in consideration for payments of $2,127,342.47 and
$608,553.08, respectively.

Item5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

As of the Effective Time, Suffolks amended certificate of
incorporation and Suffolks amended and restated bylaws ceased to
be in effect by operation of law. Peoples Uniteds charter and
bylaws in effect immediately prior to the Effective Time are the
certificate of incorporation and bylaws of Peoples United (as the
surviving corporation in the Merger).

The disclosure set forth in Item2.01 is incorporated herein by
reference.

Item9.01. Financial Statements and Exhibits.

(d) The following Exhibits are submitted herewith.

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

About SUFFOLK BANCORP (NYSE:SCNB)

Suffolk Bancorp is the bank holding company for Suffolk County National Bank of Riverhead (the Bank). The Bank is a community bank, which offers commercial and retail banking services to its customers. The Bank operates over 30 branches in Nassau, Suffolk and Queens Counties, New York and loan production offices in Garden City, Melville and Long Island City. It makes commercial real estate floating and fixed rate loans, multifamily and mixed use commercial loans primarily in the boroughs of New York City, commercial and industrial loans to manufacturers, wholesalers, distributors, developers/contractors and retailers and agricultural loans. It also makes loans secured by residential mortgages, and both floating and fixed rate second mortgage loans with a range of plans for repayment. The Bank finances its activities through a combination of deposits, including demand, saving, negotiable order of withdrawal and money market deposits, as well as time deposits and short-term borrowings.

SUFFOLK BANCORP (NYSE:SCNB) Recent Trading Information

SUFFOLK BANCORP (NYSE:SCNB) closed its last trading session down -0.51 at 40.41 with 2,197,963 shares trading hands.