|
CUSIP
NO. 650203 10 2
|
13G
|
Page
2 of 5 Pages
|
|
1.
|
Name
of Reporting Persons.
|
||
|
I.R.S.
Identification No. of Above Person (entities only).
|
|||
|
NewAlliance
Bancshares, Inc. Employee Stock Ownership Plan
(54-2148807)
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group
|
||
|
(a)
|
|||
|
Not
applicable.
|
(b)
|
||
|
3.
|
Sec
Use Only
|
||
|
4.
|
Citizenship
or Place of Organization
|
||
|
State
of Connecticut
|
|||
|
5.
|
Sole
Voting Power
|
||
|
Number
of
|
0
|
||
|
Shares
Bene-
|
|||
|
ficially
Owned
|
6.
|
Shared
Voting Power
|
|
|
by
Each
|
|||
|
Reporting
|
6,042,717
|
||
|
Person
With :
|
|||
|
7.
|
Sole
Dispositive Power
|
||
|
0
|
|||
|
8.
|
Shared
Dispositive Power
|
||
|
6,042,717
|
|||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
||
|
7,355,190
|
|||
|
10.
|
Check
Box if the Aggregate Amount in Row (9) Excludes Certain Shares
|
||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
||
|
6.936%
of 106,050,464 shares of Common Stock outstanding as of December 31,
2009.
|
|||
|
12.
|
Type
of Reporting Person
|
||
|
EP
|
|||
|
CUSIP
NO. 650203 10 2
|
13G
|
Page
3 of 5 Pages
|
|
Item
4.
|
Ownership.
|
|||
|
Item
4 is amended in its entirety by replacing the text of such item with the
following text:
|
||||
|
(a)
|
Amount
beneficially owned:
|
|||
|
7,355,190
|
||||
|
(b)
|
Percent
of class:
|
|||
|
6.936%
(based upon 106,050,464 shares issued and outstanding as of December 31,
2009).
|
||||
|
(c)
|
Number
of shares as to which such person has:
|
|||
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|||
|
(ii)
|
Shared
power to vote or to direct the
vote: 6,042,717
|
|||
|
(iii)
|
Sole
power to dispose or to direct the disposition
of: 0
|
|||
|
(iv)
|
Shared
power to dispose or to direct the disposition
of: 6,042,717
|
|||
|
The
Reporting Person is an employee stock ownership plan under the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), with
individual accounts for the accrued benefits of participating employees
and their beneficiaries of NewAlliance Bancshares, Inc. and its
subsidiaries. The number of shares listed as beneficially owned by the
Reporting Person represents the entire number of shares of NewAlliance
Bancshares, Inc. Common Stock held by the trustee as of December 31,
2009. In general, participants have the power and authority to
direct the voting of shares of NewAlliance Bancshares, Inc. Common Stock
allocated to their individual accounts. Accordingly, such
allocated shares are not included as shares over which the Reporting
Person has sole or shared voting power. Allocated shares not
voted by participants and beneficiaries will not be voted by the trustee,
subject to ERISA. Unallocated shares are required to be voted
by the trustee, subject to ERISA, in the same manner that the majority of
the shares of NewAlliance Bancshares, Inc. Common Stock which have been
allocated to participants and beneficiaries
are
|
||||
|
CUSIP
NO. 650203 10 2
|
13G
|
Page
4 of 5 Pages
|
|
voted. Allocated
shares not voted by participants and beneficiaries and the allocated
shares which abstained will be disregarded in determining the manner in
which a majority of the allocated shares were actually
voted. The Reporting Person shares dispositive power over all
unallocated Common Stock held by the Reporting Person. The
Reporting Person shares dispositive power over allocated Common Stock with
participating employees and their beneficiaries, who have the right to
determine whether Common Stock allocated to their respective accounts will
be tendered in response to a tender offer but otherwise has no dispositive
power. Any unallocated Common Stock is generally required to be
tendered by the Plan Trustee in a tender offer in the same proportion as
Common Stock which has been allocated to Participants is directed to be
tendered. In certain circumstances, ERISA may confer upon the
trustee the power and duty to control the voting and tendering of
NewAlliance Bancshares, Inc. Common Stock allocated to the accounts of
participating employees and beneficiaries who fail to exercise their
voting and/or tender rights as well as the voting and tendering of
unallocated NewAlliance Bancshares, Inc. Common Stock.
|
||
|
Item
10.
|
Certification.
|
|
|
By
signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
|
|
CUSIP
NO. 650203 10 2
|
13G
|
Page
5 of 5 Pages
|
|
NEWALLIANCE
BANCSHARES, INC.
|
|
|
EMPLOYEE
STOCK OWNERSHIP PLAN
|
|
|
By: Its
Plan Administrator
|
|
|
February
12, 2010
|
By: /s/ Katherine
Mychajluk
|
|
Katherine
Mychajluk
|
|
|
Vice
President – Human Resources
|
|