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

                                                                                  

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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Bruce Paul H

2. Issuer Name and Ticker or Trading Symbol

Legacy Bancorp, Inc. [LEGC]

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer

(Last)          (First)          (Middle)

99 NORTH STREET

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2010 
(Street)

PITTSFIELD, MA 01201

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person


Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Amount (A) or (D) Price
Common Stock   12/31/2010     J   109   A $0   7197   I   By 401(k)  
Common Stock                 5363   (1) I   By Esop  
Common Stock                 60   D   (2)  
Common Stock                 6403   D    

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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
(MM/DD/YYYY)
7. Title and Amount of Securities Underlying Derivative Security
(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 (Right to Buy)   $14.16                 1/1/2009   3/4/2018   Common Stock   1640     1640   D    
Stock Options (Right to Buy)   $16.03                 1/1/2008   11/29/2016   Common Stock   41200     41200   D    

Explanation of Responses:
( 1)  Reflects ESOP holdings as of December 31, 2009. The Legacy Banks Employee Stock Ownership Plan ("ESOP") was terminated effective August 1, 2010. In addition to the ESOP holdings reported on this Form 5, Mr. Bruce will be allocated a number of additional shares under the ESOP, effective as of December 31, 2010, which number has not been determined as of the date of this Form 5. Assuming the same ESOP census and plan allocation effective as of December 31, 2009, Mr. Bruce would be allocated an additional 644 ESOP shares. Mr. Bruce will report the additional shares allocated to him in an amendment to this Form 5 once the number of shares has been determined.
( 2)  Jointly Owned With Wife

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Bruce Paul H
99 NORTH STREET
PITTSFIELD, MA 01201


Chief Financial Officer

Signatures
/s/ Kimberly A. Mathews, Power of Attorney 2/14/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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