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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Houston David J Jr.

2. Issuer Name and Ticker or Trading Symbol

Blue Hills Bancorp, Inc. [BHBK]

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

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

(Last)          (First)          (Middle)

500 RIVER RIDGE DRIVE SUITE 300

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2018 
(Street)

NORWOOD, MA 02062-4659

(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   3/22/2018     L   59.9910   (1) A $20.34   20938.0182   (2) (3) D    
Common Stock   6/14/2018     L   19.5320   A $21.285   20957.5502   (2) (3) D    
Common Stock   8/23/2018     L   23.8630   A $23.3931   20981.4132   (2) (3) D    
Common Stock   12/19/2018     L   26.2430   A $21.243   21007.6562   (2) (3) D    
Common Stock   12/31/2018     L   425.43   A $21.36   5425.43   I   Spouse's IRA  
Common Stock                 1000   I   Business Partnership  
Common Stock                 44532   I   IRA  

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
Option (right to buy)   $14.07                 10/7/2016   10/7/2025   Blue Hills Bancorp, Inc Common Stock   55000     55000   (4) D    

Explanation of Responses:
(1)  This transaction was matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended, against a sale transaction which occurred on December 12, 2017 and was previously reported on a Form 4. Mr. Houston has paid the Issuer $9.40, representing the full amount of profit realized in connection with the short-swing transactions.
(2)  Reflects transactions not required to be reported pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.
(3)  Some of these securities vest every year (at anniversary)over the next 5 years starting with the first vesting in 2016.
(4)  These awards vest every year (at anniversary)over the next 5 years starting with the first vesting in 2016.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Houston David J Jr.
500 RIVER RIDGE DRIVE SUITE 300
NORWOOD, MA 02062-4659
X
Director

Signatures
/s/David J Houston 2/20/2019
** 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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