SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Conn Kevin

(Last)

(First)

(Middle)

60 STATE STREET

(Street)

BOSTON

01209

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BERKSHIRE HILLS BANCORP INC [ BHLB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr Managing Dir/Inv Relations

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/30/2025		F		68	D	$29.15	21,908⁽⁵⁾	D
Common Stock								2,422	I	By Stock Award V⁽⁴⁾
Common Stock								2,422	I	By Stock Award IV⁽³⁾
Common Stock								769⁽⁵⁾	I	By Stock Award III⁽²⁾
Common Stock								1,620	I	By Stock Award II⁽¹⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Stock Awards granted pursuant to the Berkshire Hills Bancorp, Inc. 2018 Equity Compensation Plan vest 50% in three equal annual installments commencing on April 1, 2023 with the remaining 50% vesting on April 1, 2025.

2. Stock Awards granted pursuant to the Berkshire Hills Bancorp, Inc. 2022 Equity Compensation Plan Stock Awards vest 50% in three equal annual installments commencing on January 30, 2024 with the remaining 50% vesting on January 30, 2026.

3. Stock Awards granted pursuant to the Berkshire Hills Bancorp, Inc. 2022 Equity Compensation Plan vest 50% in three equal annual installments commencing on April 1, 2024 with the remaining 50% vesting on April 1, 2026.

4. Stock Awards granted pursuant to the Berkshire Hills Bancorp, Inc. 2022 Equity Compensation Plan vest 50% in three equal annual installments commencing on April 1, 2025 with the remaining 50% vesting on April 1, 2027.

5. Since the reporting person's last report, 192 shares previously held through Stock Award III have vested and are now owned directly.

	/s/ Marc Levy, pursuant to power of attorney	02/03/2025
	** 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 Number.

Sr Managing Dir/Inv Relations Conn Kevin covered exercise/tax liability with 68 shares, decreasing direct ownership by 0.31% to 21,908 units (SEC Form 4)