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 * CARRION RICHARD L   2. Issuer Name and Ticker or Trading Symbol POPULAR INC [BPOP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman & CEO (Last) (First) (Middle) PO BOX 362708 3. Date of Earliest Transaction (Month/Day/Year) 05/23/2013 (Street) SAN JUAN, PR 00936-2708 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 Par Value $0.01 per share 05/23/2013 05/23/2013 S   54,810 (1) D $ 29.27 (2) 130,190 (3) I Junior Investment Corporation Common Stock Par Value $0.01 per share 05/24/2013 05/24/2013 S   18,270 (4) D $ 29.16 (5) 111,920 (3) I Junior Investment Corporation Common Stock Par Value $0.01 per share 05/28/2013 05/28/2013 S   3,937 (6) D $ 29.84 (7) 107,983 (3) (8) I Junior Investment Corporation Common Stock Par Value $0.01 per share               296,286 D   Common Stock Par Value $0.01 per share               23 I by son Common Stock Par Value $0.01 per share               3,408 I by wife

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CARRION RICHARD L PO BOX 362708 SAN JUAN, PR 00936-2708	X		Chairman & CEO

Signatures

Marie Reyes-Rodriguez, Attorney-in-fact		05/28/2013
**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)	On May 23, 2013, Junior Investment Corporation ("Junior Investment") sold 300,000 shares of common stock of the Corporation. Mr. Carrion has an 18.27% ownership interest in Junior Investment.
(2)	This price is a weighted average price. These shares were sold in multiple transactions ranging from $29.09 to $29.40, inclusive. The reporting person undertakes to provide to the Corporation, any security holder of the Corporation, or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(3)	Represents Mr. Carrion's indirect ownership in the shares of the Corporation owned by Junior Investement in which he has an 18.27% ownership interest.
(4)	On May 24, 2013, Junior Investment sold 100,000 shares of common stock of the Corporation. Mr. Carrion has an 18.27% ownership interest in Junior Investment.
(5)	This price is a weighted average price. These shares were sold in multiple transactions ranging from $29.15 to $29.22, inclusive. The reporting person undertakes to provide to the Corporation, any security holder of the Corporation, or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(6)	On May 28, 2013, Junior Investment sold 21,550 shares of common stock of the Corporation. Mr. Carrion has an 18.27% ownership interest in Junior Investment.
(7)	This price is a weighted average price. These shares were sold in multiple transactions ranging from $29.55 to $30.03, inclusive. The reporting person undertakes to provide to the Corporation, any security holder of the Corporation, or the staff of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(8)	Junior Investment owns 591,038 shares of common stock of the Corporation following the reported transactions in the aggregate.

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