Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Simmons Linda
  2. Issuer Name and Ticker or Trading Symbol
BANCORP RHODE ISLAND INC [BARI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
6 VALLEY DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
12/30/2011
(Street)

SOUTH DARTMOUTH, MA 02748
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 12/30/2011   M   696 A (17) 11,841 D  
Common Stock 12/30/2011   M   636 A (17) 12,477 D  
Common Stock 12/30/2011   D   696 D $ 48.25 11,781 D  
Common Stock 12/30/2011   D   636 D $ 48.25 11,145 D  
Common Stock 01/01/2012   D   11,145 D (1) 0 D  

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 35.5 12/30/2011   D     5,216 09/16/2005 01/01/2012 Common Stock 5,216 $ 12.75 (2) (3) 0 D  
Stock Option (right to buy) $ 34.89 12/30/2011   D     5,500 04/06/2007 01/01/2012 Common Stock 5,500 $ 13.36 (2) (4) 0 D  
Stock Option (right to buy) $ 43.45 12/30/2011   D     3,850 04/24/2008 01/01/2012 Common Stock 3,850 $ 4.8 (2) (5) 0 D  
Stock Option (right to buy) $ 34.32 12/30/2011   D     4,100 12/18/2008 01/01/2012 Common Stock 4,100 $ 13.93 (2) (6) 0 D  
Stock Option (right to buy) $ 30.54 12/30/2011   D     2,477 12/22/2011 01/01/2012 Common Stock 2,477 $ 17.71 (2) (7) 0 D  
Stock Option (right to buy) $ 35.5 12/30/2011   D     4,684 09/16/2005 01/01/2012 Common Stock 4,684 $ 12.75 (2) (8) 0 D  
Stock Option (right to buy) $ 37.98 12/30/2011   D     4,800 04/08/2006 01/01/2012 Common Stock 4,800 $ 10.27 (2) (9) 0 D  
Stock Option (right to buy) $ 36.54 12/30/2011   D     8,000 07/19/2006 01/01/2012 Common Stock 8,000 $ 11.71 (2) (10) 0 D  
Stock Option (right to buy) $ 34.32 12/30/2011   D     2,720 12/18/2008 01/01/2012 Common Stock 2,720 $ 13.93 (2) (11) 0 D  
Stock Option (right to buy) $ 34.32 12/30/2011   D     680 12/18/2008 01/01/2012 Common Stock 680 $ 13.93 (2) (12) 0 D  
Stock Option (right to buy) $ 32.89 12/30/2011   D     6,263 04/22/2009 01/01/2012 Common Stock 6,263 $ 15.36 (2) (13) 0 D  
Stock Option (right to buy) $ 32.89 12/30/2011   D     2,137 04/22/2009 01/01/2012 Common Stock 2,137 $ 15.36 (2) (14) 0 D  
Stock Option (right to buy) $ 26.15 12/30/2011   D     15,714 08/12/2010 01/01/2012 Common Stock 15,714 $ 22.1 (2) (15) 0 D  
Stock Option (right to buy) $ 25.86 12/30/2011   D     3,000 04/20/2011 01/01/2012 Common Stock 3,000 $ 22.39 (2) (16) 0 D  
Performance Share (17) 12/30/2011   M     696 03/31/2013 03/13/2013 Common Stock 696 (17) 0 D  
Performance Share (17) 12/30/2011   M     636 03/31/2014(17) 03/13/2013 Common Stock 636 (17) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Simmons Linda
6 VALLEY DRIVE
SOUTH DARTMOUTH, MA 02748
      Chief Financial Officer  

Signatures

 Margaret D. Farrell (Attorney-in-fact for Linda Simmons)   01/04/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Disposed of pursuant to the Agreement and Plan of Merger, dated as of April 19, 2011 (the "Merger Agreement"), between Bancorp Rhode Island, Inc. ("BancorpRI") and Brookline Bancorp, Inc. ("Brookline"). Pursuant to the Merger Agreement, in exchange for such BancorpRI common stock the reporting person received 4.686 shares of Brookline common stock rounded down to the nearest whole share, having a market value of $8.44 per share on 12/30/2011, for approximately 47.6% of their BancorpRI common stock and cash in the amount of $48.25 per share for the remaining 52.4% of the reporting person's BancorpRI common stock, plus cash for any fractional share based on the average closing price of Brookline common stock for the ten consecutive days ending on December 23, 2011, for total consideration of $491,591.58.
(2) The option was cancelled in connection with the merger of BancorpRI with and into Brookline pursuant to the terms of the Merger Agreement.
(3) The reporting person received $66,504.00 as consideration for the cancellation.
(4) The reporting person received $73,480.00 as consideration for the cancellation.
(5) The reporting person received $18,480.00 as consideration for the cancellation.
(6) The reporting person received $57,113.00 as consideration for the cancellation.
(7) The reporting person received $43,867.67 as consideration for the cancellation.
(8) The reporting person received $59,721.00 as consideration for the cancellation.
(9) The reporting person received $49,296.00 as consideration for the cancellation.
(10) The reporting person received $93,680.00 as consideration for the cancellation.
(11) The reporting person received $37,889.60 as consideration for the cancellation.
(12) The reporting person received $9,472.40 as consideration for the cancellation.
(13) The reporting person received $96,199.68 as consideration for the cancellation.
(14) The reporting person received $32,824.32 as consideration for the cancellation.
(15) The reporting person received $347,279.40 as consideration for the cancellation.
(16) The reporting person received $67,170.00 as consideration for the cancellation.
(17) Each Performance Share represented the contingent right to receive one share of BancorpRI common stock upon achieving certain performance goals. In connection with the Merger, each Performance Share was cancelled for cash in the amount of 48.25 per share, for total consideration of $64,269.

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