UNITED STATES SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

~~______________~~CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): December 30, 2011

~~Pursuant~~Bancorp toRhode ~~Section 13 or 15(d) of the~~Island, Inc.

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 27, 2011 (December 20, 2011)

______________

BANCORP RHODE ISLAND, INC.

(Exact name of registrant as specified in its charter)

~~______________~~Commission file number: 001-16101

Rhode Island	~~333-33182~~	05-0509802
(State or other jurisdiction of incorporation or organization	(Commission File Number)	(IRS Employer Identification Number)
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

One Turks Head Place, Providence, Rhode Island 02903 (Address of principal executive offices), ~~02903~~including ~~(Zip~~zip ~~Code~~code)

(401) 456-5000 (Registrant’s telephone number, including area code)

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨Item ~~Soliciting~~2.01. ~~material~~Completion ~~pursuant~~of toAcquisition ~~Rule~~or ~~14a-12~~Disposition ~~under~~of ~~the Exchange Act (17 CFR 240~~Assets.~~14a-12)~~

¨On ~~Pre-commencement~~January 1, ~~communications~~2012, pursuant to ~~Rule~~the ~~14d-2(b)~~terms ~~under~~and conditions of the ~~Exchange~~Agreement ~~Act~~and Plan of Merger dated as of April 19, 2011 (17the ~~CFR~~“Merger ~~240~~Agreement”) between Brookline Bancorp, Inc.~~14d-2~~ (b“Brookline”) and Bancorp Rhode Island, Inc. (“BancorpRI”), Brookline completed its acquisition of BancorpRI through the merger of BancorpRI with and into Brookline, with Brookline as the surviving corporation (the “Merger”). Upon completion of the Merger, the separate corporate existence of BancorpRI ceased and its subsidiary, Bank Rhode Island (“BankRI”), became a wholly-owned subsidiary of Brookline.

¨Pursuant ~~Pre-commencement~~to ~~communications~~the ~~pursuant~~Merger Agreement, each share of BancorpRI common stock outstanding at the effective time of the Merger was converted into the right to ~~Rule~~receive, ~~13e-~~at the holder’s election, either $48.25 in cash or 4.686 shares of Brookline common stock; provided that, subject to certain adjustments, 2,347,000 shares of BancorpRI common stock (crepresenting approximately 50% of BancorpRI shares outstanding on the date of the Merger Agreement) ~~under~~were converted into the ~~Exchange~~right ~~Act~~to ~~(17~~receive ~~CFR~~Brookline ~~240~~common stock and the remaining BancorpRI shares were converted into the right to receive cash.~~13e-4~~ The total consideration payable by Brookline is approximately $205.7 million, consisting of (ci) approximately $112.9 million in cash and (ii) 10,997,840 shares of Brookline common stock valued at approximately $92.8 million based on the December 30, 2011 closing price of $8.44 per share.

~~Item~~This 5description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.~~02 Departure~~1 to this report and is incorporated herein by reference. The Merger Agreement contains customary representations and warranties of ~~Directors~~Brookline and BancorpRI made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the contract between Brookline and BancorpRI and are not intended to provide factual, business, or ~~Certain~~financial ~~Officers;~~information ~~Election~~about Brookline or BancorpRI. Moreover, some of ~~Directors;~~those ~~Appointment~~representations and warranties may not be accurate or complete as of ~~Certain~~any ~~Officers;~~specified ~~Compensatory~~date, ~~Arrangements~~may be subject to a contractual standard of ~~Certain~~materiality ~~Officers~~different from those generally applicable to shareholders or different from what a shareholder might view as material, may have been used for purposes of allocating risk between Brookline and BancorpRI rather than establishing matters as facts, may have been qualified by certain disclosures not reflected in the Merger Agreement that were made to the other party in connection with the negotiation of the Merger Agreement and generally were solely for the benefit of the parties to that agreement.

~~(e) Pursuant~~Item ~~to that certain Agreement and Plan of Merger, dated as of April 19, 2011 (the “Merger Agreement”), Bancorp Rhode Island, Inc~~3. ~~(the “Company”) will merge with and into Brookline Bancorp, Inc~~01. ~~(the~~Notice ~~“Merger”). Pursuant to the terms~~ of ~~the~~Delisting ~~Merger~~or ~~Agreement,~~Failure ~~the Company’s outstanding stock options, restricted stock and performance share awards were~~ to ~~vest~~Satisfy ina ~~full~~Continued asListing ofRule ~~the~~or ~~effective~~Standard; ~~time~~Transfer of ~~the Merger~~Listing. On December 20, 2011, the Board of Directors of the Company, on the recommendation of the Compensation Committee and with the consent of Brookline Bancorp, Inc. (“Brookline”), accelerated the vesting of these awards to December 30, 2011 and authorized the cancellation of the performance share awards and the stock options and the payout as of such date of the amounts that would otherwise be paid upon the consummation of the Merger. On December 20, 2011, upon the recommendation of the Compensation Committee, the Board of Directors also approved the 2011 cash incentives earned by Merrill W. Sherman, Linda H. Simmons and Robert H. Wischnowsky under the Executive Annual Incentive Plan (the “EAIP”), based on performance through November 30, 2011 and projected performance for December 2011. In addition, on December 23, 2011, the Compensation Committee approved the 2011 cash incentive earned by Mark J. Meiklejohn under the EAIP, also based on performance through November 30, 2011 and projected performance for December 2011. The Board and Compensation Committee approved payment of these cash incentive awards on December 30, 2011, the last business day prior to the expected completion of the Merger on January 1, 2012. The following is a summary of the awards and compensation being accelerated and the amounts payable to each named executive officer in connection with such acceleration.

~~Stock~~In ~~Options.~~connection ~~The~~with ~~stock~~the ~~options~~closing (of the Merger, BancorpRI notified the NASDAQ Global Select Market (“~~Options~~NASDAQ”) ~~granted~~prior to ~~Merrill~~the W.close ~~Sherman,~~of ~~Linda~~business H.on ~~Simmons~~December 30, ~~Mark~~2011 J.that ~~Meiklejohn~~the ~~and~~Merger ~~Robert~~was H.to ~~Wischnowsky~~be ~~pursuant~~consummated toon ~~the~~January 1, ~~2002~~2012, ~~Amended~~ and ~~Restated~~requested ~~Equity~~that ~~Incentive~~NASDAQ ~~Plan~~suspend (the ~~“Equity~~trading ~~Incentive~~of ~~Plan”)~~BancorpRI common stock, which ~~Options~~common ~~would~~stock ~~otherwise~~was ~~vest~~traded ~~ten~~under ~~days~~the ~~prior~~symbol to“BARI,” ~~the~~and ~~closing~~file ofwith the ~~Merger~~Securities and beExchange ~~cancelled~~Commission ~~and~~(the ~~cashed-out~~“SEC”) ~~upon~~a ~~the~~notification ~~closing~~ of ~~the~~removal ~~Merger,~~from ~~will~~listing ~~be cancelled~~ on ~~December~~Form 25. On December 30, 2011, ~~and~~NASDAQ ~~the~~filed ~~holder~~a ~~will~~delisting ~~receive~~application ~~for~~on ~~each~~Form 25 ~~share~~with ~~subject~~the SEC to anreport ~~Option,~~that ~~cash~~the ~~equal~~shares toof ~~the~~BancorpRI’s ~~difference~~common ~~between~~stock ~~the~~were ~~exercise~~no ~~price~~longer ~~for~~listed on NASDAQ. Brookline, as the ~~Option~~successor ~~and~~to ~~$48.25~~BancorpRI, ~~net~~intends ofto ~~all~~file ~~applicable~~a ~~withholding~~certification ~~taxes. The~~on ~~number~~Form 15 ofon ~~shares~~behalf of BancorpRI with the ~~Company~~SEC requesting that BancorpRI’s ~~common~~reporting ~~stock~~obligations ~~underlying~~under ~~the~~Sections ~~Options~~13 and 15(d) of the ~~corresponding~~Securities ~~value~~Exchange Act of ~~such~~1934, ~~Options~~as ~~are~~amended, ~~set~~be ~~forth~~suspended. The ~~below~~information ~~for~~provided ~~each~~in ~~named~~response ~~executive~~to ~~officer:~~Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Named Executive Officer	Number of Shares	Value of Shares
Merrill W. Sherman	158,555	$2,938,109.99
Linda H. Simmons	69,141	$1,052,977.07
Mark J. Meiklejohn	41,067	$693,540.33
Robert H. Wischnowsky	27,810	$665,969.56

Item 3.03. Material Modification to Rights of Security Holders.

~~Restricted Stock.~~ The ~~restricted~~information ~~stock~~provided (the “Restricted Stock”) held by Merrill W. Sherman, Linda H. Simmons, Mark J. Meiklejohn and Robert H. Wischnowsky, which Restricted Stock would otherwise vest upon the closing of the Merger, will vest on December 30, 2011. The closing price of the Company’s common stock on December 23, 2011 was $38.59 per share. However, under the terms of the Merger Agreement, shareholders of the Company (including the named executive officers) will receive, for each share of common stock of the Company and at the holder’s election, either $48.25 in ~~cash~~response ~~(“cash consideration”), or 4.686 shares of Brookline common stock (“stock consideration”) or a combination thereof, subject~~ to ~~certain~~Item ~~election, allocation and proration procedures~~2. ~~Based~~01 ~~on the preliminary results~~ of ~~such~~this ~~election,~~Current ~~allocation~~Report and proration procedures, upon closing of the Merger, the named executive officers will receive cash consideration for approximately 51.9% of the Restricted Stock and stock consideration for approximately 48.1% of the Restricted Stock. Based on ~~the value of Brookline common stock on December 23, 2011 ($~~Form 8~~.24),~~-K ~~the estimated value of the Restricted Stock (which will change based upon changes in the value of Brookline common stock between December 23, 2011 and the closing date of the Merger)~~ is ~~set~~incorporated ~~forth~~herein ~~below~~by ~~for each named executive officer:~~reference.

Named Executive Officer	Number of Shares	Estimated Value of Shares on Vesting	Estimated Value of Merger Consideration
Merrill W. Sherman	5,825	$224,786.80	$254,054.10
Linda H. Simmons	2,557	98,674.63	$111,522.10
Mark J. Meiklejohn	2,172	83,817.00	$94,730.54
Robert H. Wischnowsky	2,162	83,431.58	$94,294.40

~~Performance~~Item ~~Shares~~5. ~~Based on the achievement of performance goals as of September 30, 2011, the unvested performance share awards (the “Performance Share Awards”) granted to Merrill W~~01. ~~Sherman,~~Changes ~~Linda~~in H.Control ~~Simmons, Robert H. Wischnowsky and Mark J. Meiklejohn pursuant to the Equity Incentive Plan, which would otherwise vest and be paid upon the closing~~ of ~~the Merger, will be paid on December 30, 2011~~Registrant. The number of shares of the Company’s common stock associated with the Performance Share Awards and the corresponding value of such awards as of December 30, 2011 (based on the cash-out price of $48.25) are set forth below for each named executive officer:

Named Executive Officer	Number of Shares	Value of Shares
Merrill W. Sherman	3,120	$150,540.00
Linda H. Simmons	1,332	$64,269.00
Mark J. Meiklejohn	1,161	$56,018.25
Robert H. Wischnowsky	1,139	$54,956.75

Upon the closing of the Merger on January 1, 2012, BancorpRI merged with and into Brookline, with Brookline as the surviving corporation, the corporate existence of BancorpRI ceased, and its subsidiary, BankRI, became a wholly-owned subsidiary of Brookline. The information provided in response to Item 2.01 of this Current Report on Form 8-K is also incorporated herein by reference.

~~Payment~~Item ~~of 2011 Bonuses~~5.02. ~~Based~~Departure ~~upon a review~~ of ~~performance~~Directors ~~through~~or ~~November~~Certain ~~30,~~Officers; ~~2011~~Election ~~and projected performance for December 2011, the Compensation Committee and Board~~ of Directors; Appointment of ~~Bank~~Certain ~~Rhode~~Officers; ~~Island~~Compensatory ~~approved~~Arrangements ~~payment, on December 30, 2011,~~ of ~~the~~Certain ~~awards and bonuses under the EAIP for Merrill W~~Officers. ~~Sherman, Linda H. Simmons, Mark J. Meiklejohn and Robert H. Wischnowsky at the “target” levels as set forth below:~~

Named Executive Officer	2011 Bonus
Merrill W. Sherman	$264,042
Linda H. Simmons	$131,476
Mark J. Meiklejohn	$115,875
Robert H. Wischnowsky	$111,240

In connection with the closing of the Merger, each of John R. Berger, Richard L. Bready, Ernest J. Chornyei, Meredith A. Curren, Edward J. Mack II, Michael E. McMahon, Bogdan Nowak, Pablo Rodriguez, Cheryl W. Snead, John A. Yena, and Merrill W. Sherman resigned from their Board positions and any respective committees on which they served effective as of the closing of the Merger. In addition, as of January 1, 2012, Merrill W. Sherman, BancorpRI’s President and Chief Executive Officer, Linda H. Simmons, BancorpRI’s Chief Financial Offer and Treasurer, and Robert H. Wischnowsky, BancorpRI’s Vice President, resigned from their respective positions with BancorpRI. Mark J. Meiklejohn, previously the Chief Lending Officer at BankRI, was named President and Chief Executive Officer of BankRI in connection with the Merger.

~~Item~~The 9Merger Agreement provided for the directors of Brookline prior to the Merger to be the directors of the surviving corporation, and the officers of Brookline prior to the Merger to be the officers of the surviving corporation.~~01. Financial~~ In ~~Statements~~addition, pursuant to the Merger Agreement, and ~~Exhibits~~effective January 1, 2012, the size of the Brookline board of directors was expanded by two to a total of 13 members and Ms. Sherman and Mr. Nowak were appointed to serve as directors of Brookline.

In connection with the Merger Agreement, on April 19, 2011, Brookline, BancorpRI, BankRI, and Ms. Sherman entered into a release, consulting and non-competition agreement (cthe “Consulting Agreement”) , which became effective upon the closing of the Merger. A description of the Consulting Agreement was included in Items 1.01 and 5.02 of BancorpRI’s Current Report on Form 8-K filed with the SEC on April 22, 2011 and is incorporated herein by reference. This description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the Consulting Agreement, as amended, which is attached as Exhibits 10.1 and 10.2 to this report and is incorporated herein by reference. The information provided in response to Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

~~Exhibit~~Item No5. ~~Exhibit~~03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~None~~Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, BancorpRI merged with and into Brookline and the separate corporate existence of BancorpRI ceased. The certificate of incorporation and bylaws of Brookline in effect immediately prior to the effective time of the Merger continued as the certificate of incorporation and bylaws of the surviving entity in the Merger.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~(d) Exhibits.

	BANCORP RHODE ISLAND, INC.
Exhibit No.		Description
Date Decenber 27, 2011	By:	/s/ Linda H. Simmons
2.1		Agreement and Plan of Merger by and between Brookline Bancorp, Inc. and Bancorp Rhode Island, Inc., dated as of April 19, 2011 (incorporated herein by reference to Exhibit 2.1 to Bancorp Rhode Island, Inc.’s Current Report on Form 8-K filed on April 22, 2011).
		Linda H. Simmons
10.1		Release, Consulting and Noncompetition Agreement by and among Brookline Bancorp, Inc., Bancorp Rhode Island, Inc., Bank Rhode Island and Merrill W. Sherman, dated as of April 19, 2011 and effective as of January 1, 2012 (incorporated herein by reference to Exhibit 10.1 to Bancorp Rhode Island, Inc.’s Current Report on Form 8-K dated April 22, 2011).
		Chief Financial Officer

10.2

Amendment to Release, Consulting and Noncompetition Agreement by and among Brookline Bancorp, Inc., Bancorp Rhode Island, Inc., Bank Rhode Island and Merrill W. Sherman, effective as of January 1, 2012 (incorporated herein by reference to Exhibit 10.2 to Brookline Bancorp, Inc.’s Current Report on Form 8-K filed on January 3, 2012).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 6, 2012	BROOKLINE BANCORP, INC. (as successor company to Bancorp Rhode Island, Inc.)


	By:	/s/ Michael McCurdy
		Michael McCurdy
		General Counsel

EXHIBIT INDEX

Exhibit No.		Description
2.1		Agreement and Plan of Merger by and between Brookline Bancorp, Inc. and Bancorp Rhode Island, Inc., dated as of April 19, 2011 (incorporated herein by reference to Bancorp Rhode Island, Inc.’s Current Report on Form 8-K filed on April 22, 2011).

10.1		Release, Consulting and Noncompetition Agreement by and among Brookline Bancorp, Inc., Bancorp Rhode Island, Inc., Bank Rhode Island and Merrill W. Sherman, dated as of April 19, 2011 and effective as of January 1, 2012 (incorporated herein by reference to Exhibit 10.1 to Bancorp Rhode Island, Inc.’s Current Report on Form 8-K dated April 22, 2011).

10.2		Amendment to Release, Consulting and Noncompetition Agreement by and among Brookline Bancorp, Inc., Bancorp Rhode Island, Inc., Bank Rhode Island and Merrill W. Sherman, effective as of January 1, 2012 (incorporated herein by reference to Exhibit 10.2 to Brookline Bancorp, Inc.’s Current Report on Form 8-K filed on January 3, 2012).

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