MERIDIAN BANCORP, INC. : Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Item 2.01. Completion of Acquisition or Disposition of Assets.

On November 12, 2021, the Transaction was consummated. Pursuant to the Merger Agreement, at the Effective Time, each share of common stock, par value $0.01 per share, of Meridian outstanding immediately prior to the Effective Time, other than certain shares held by Independent or Meridian, was converted into the right to receive 0.275 shares of common stock (the "Exchange Ratio"), par value $0.01 per share, of Independent ("Independent Common Stock"). Cash will be paid in lieu of fractional shares of Independent Common Stock (the Exchange Ratio and any cash in lieu of fractional shares collectively, the "Merger Consideration").

In addition, pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of Meridian Common Stock became fully vested (to the extent unvested) and was canceled in exchange for an amount of cash equal to the excess of the per share cash equivalent of the Merger Consideration (calculated in accordance with the Merger Agreement) over the exercise price per share of the applicable option. Additionally, pursuant to the Merger Agreement, at the Effective Time, each award of restricted shares of Meridian Common Stock became fully vested and was converted into the right to receive the Merger Consideration.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. Prior to the Effective Time, shares of Meridian Common Stock were listed and traded on the NASDAQ Global Select Market ("NASDAQ") under the trading symbol "EBSB." On November 12, 2021, in connection with the completion of the Transaction, Meridian informed NASDAQ that each share of Meridian Common Stock issued and outstanding immediately prior to the Effective Time has been cancelled and converted into the right to receive 0.275 shares of Independent Common Stock. As a result, all shares of Meridian Common Stock were removed from trading on NASDAQ on November 15, 2021 before the market opened. NASDAQ has filed a notification of removal from listing on Form 25 with the SEC with respect to the Meridian Common Stock in order to effect the delisting of such shares from NASDAQ. Such delisting will result in the termination of the registration of Meridian Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Meridian intends to file a certificate on Form 15 requesting the deregistration of Meridian Common Stock under Section 12(g) of the Exchange Act, which will suspend Meridian's reporting obligations under Sections 13(a) and 15(d) of the Exchange Act with respect to the Meridian Common Stock

Item 3.03. Material Modification to Rights of Security Holders.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. At the Effective Time, the holders of Meridian Common Stock immediately before the Merger ceased to have any rights as stockholders of Meridian (other than their right to receive the Merger Consideration) and will instead have the rights of common stockholders of Independent.

Item 5.01. Changes in Control of Registrant.
As a result of the consummation of the Merger, Independent became the beneficial
owner of all shares of Meridian Common Stock and Meridian became a wholly owned
subsidiary of Independent. Immediately after the Merger was consummated,
Meridian merged with and into Independent, with Independent continuing as the
surviving entity.
The information set forth in the Introductory Note, Item 3.01, Item 3.03 and
Item 5.02 of this Current Report on Form 8-K is incorporated herein by
reference.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. Pursuant to the Merger Agreement, at the Effective Time, each of the members of the Board of Directors of Meridian as of immediately prior to the Effective Time resigned from their positions as members of the Board of Directors and from any and all committees of the Board of Directors on which they served, and were replaced by the directors of Merger Sub, Robert D. Cozzone, Patricia M. Natale and Mark J. Ruggiero. In addition, immediately following the consummation of the HoldCo Merger, each executive and officer of Meridian ceased to hold such position with the surviving corporation.

Item 5.03. Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year. Pursuant to the Merger Agreement, at the Effective Time, the charter of Meridian and the bylaws of Meridian were amended and restated in their entirety. The Articles of Amendment and Restatement of the Charter of Meridian and the Bylaws of Meridian are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.      Description
  2.1              Agreement and Plan of Merger, dated as of April 22, 2021, by
                 and among Independent Bank Corp., Rockland Trust Company,
                 Bradford Merger Sub Inc., Meridian Bancorp, Inc. and East Boston
                 Savings Bank (incorporated by reference to Exhibit 2.1 to the
                 Current Report on Form 8-K filed on April 28, 2021)
  3.1              Articles of Amendment and Restatement of the Charter of
                 Meridian, dated November 12, 2021
  3.2              Bylaws of Meridian, dated November 12, 2021
104              Cover Page Interactive Data File (embedded within the Inline
                 XBRL document)

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