Schedule 13G for David W. Wallance for December 31, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

_____________

SCHEDULE 13G
Under the Securities and Exchange Act of 1934


(Amendment No. 7)*


Washington Trust Bancorp, Inc.
(Name of Issuer)

Common Stock, $.0625 par value
(Title of Class of Securities)

940610 10 8
(CUSIP Number)

December 31, 2005
(Date of Event Which Requires Filing of this Statement)




Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 
CUSIP No.  940610 10 8 
13G
Page   2 of   7   Pages

 
1
 
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
David W. Wallace
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) □
(b) □
 
3
 
 
SEC USE ONLY
 
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
 
 
 
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
WITH
 
 
5
 
 
SOLE VOTING POWER
877,000
 
6
 
 
SHARED VOTING POWER
1,112,020
 
 
7
 
 
SOLE DISPOSITIVE POWER
877,000
 
 
8
 
 
SHARED DISPOSITIVE POWER
1,112,020
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,989,020
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
14.9%
 
 
12
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
 
CUSIP No.  940610 10 8 
 
13G
 
Page   3 of   7   Pages
 

 
1
 
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
 
Robert R. Young Foundation
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) □
(b) □
 
3
 
 
SEC USE ONLY
 
4
 
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
 
 
 
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
WITH
 
 
5
 
 
SOLE VOTING POWER
0
 
6
 
 
SHARED VOTING POWER
660,000
 
 
7
 
 
SOLE DISPOSITIVE POWER
0
 
 
8
 
 
SHARED DISPOSITIVE POWER
660,000
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
660,000
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
 
 
12
 
 
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO - Charitable Corporation
 
CUSIP No.  940610 10 8 
 
13G
 
Page   4 of   7   Pages
 

Item 1(a). Name of Issuer:

Washington Trust Bancorp, Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

23 Broad Street, Westerly, RI 02891
 
Item 2(a). Name of Person Filing:
 
(i)  David W. Wallace Foundation
(ii) Robert R. Young Foundation
 
Item 2(b). Address of Principal Business Office or, if None, Residence:

Address for David W. Wallace:
680 Steamboat Road, Greenwich, CT 06830

Address for the Robert R. Young Foundation:
P.O. Box 1423, Greenwich, CT 06830
 
Item 2(c). Citizenship:

David W. Wallace - United States
Robert R. Young Foundation - Delaware     
 
Item 2(d). Title of Class of Securities:

Common Stock, $.0625 par value
 
Item 2(e). CUSIP Number: 

940610 10 8
 
Item 3. If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: N/A

(a) □ Broker or dealer registered under section 15 of the Act (15 U.S.C. 780).

(b) □ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 780c).

(c) □ Insurance company as defined in section 3(a)(19) of the Act . (15 U.S.C. 780c)

(d) □ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e) □ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f) □ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g) □ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
(h) □ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
CUSIP No.  940610 10 8 
 
13G
 
Page   5 of   7   Pages
 

(i) □ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a.3);
 
(j) □ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

For Mr. Wallace:

(a) Amount beneficially owned:
1,989,020 Shares of Common Stock
(b) Percent of class:
14.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
877,000
(ii) Shared power to vote or to direct the vote 
1,112,0201  
(iii) Sole power to dispose or to direct the disposition
877,000
(iv) Shared power to dispose or to direct the disposition
1,112,0201
For Robert R. Young Foundation:

(a) Amount beneficially owned:
660,000 Shares of Common Stock
(b) Percent of class:
4.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
660,000
(iii) Sole power to dispose or to direct the disposition
0
(iv) Shared power to dispose or to direct the disposition
660,000
 
 
 
 
                            
1  Includes 126,000 shares owned by Mr. Wallace’s spouse, 660,000 shares held by the Robert R. Young Foundation of which Mr. Wallace serves as president and trustee, and 326,020 shares held by the Jean and David W. Wallace Foundation of which Mr. Wallace serves as president and trustee.
 
 
CUSIP No.  940610 10 8 
 
13G
 
Page   6 of   7   Pages
 

Item 5.  Ownership of Five Percent or Less of a Class. 
 
If this statement is being filed to report the fact that as of the date hereof a reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ].2

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
 
N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

N/A
Item 8.  Identification and Classification of Members of the Group.

N/A

Item 9.   Notice of Dissolution of Group.

N/A

Item 10.  Certifications.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
 
 
 
 
 
 
 
 
 
                            
2 The Robert R. Young Foundation has ceased to be the benefical owner of more than five percent of the shares of Common Stock of the Issuer.
 
 
 
CUSIP No.  940610 10 8 
 
13G 
 
Page   7 of   7   Pages
 

SIGNATURE

  After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.




February 12, 2006

DAVID W. WALLACE

By: /s/ David W. Wallace                        
Name:  David W. Wallace
 

ROBERT R. YOUNG FOUNDATION


By: /s/ David W. Wallace                        
Name:  David W. Wallace
Title: President and Trustee