SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Olson Peter F
(Last) (First) (Middle)
ROCKVILLE FINANCIAL NEW, INC.
1645 ELLINGTON ROAD
(Street)
SOUTH WINDSOR CT 06074
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Rockville Financial, Inc. /CT/ [ RCKBD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2011
4. If Amendment, Date of 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
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 03/03/2011 J 44,742 A $0.00(1) 44,742 D
Common Stock 03/03/2011 P 1,000 A $10 1,000 I Joint with wife
Common Stock 03/03/2011 J 30,334 A $0.00(1) 30,334 I Held by wife
Common Stock 03/03/2011 P 22,000 A $10 22,000 I Held by wife
Common Stock 03/03/2011 P 100 A $10 100 I Custodian for Minors
Common Stock 03/03/2011 P 600 A $10 600 I IRA
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 Securities Underlying Derivative Security (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: 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 Options(2) $11.72 03/03/2011 J 7,583 12/13/2008 12/13/2016 Common Stock 7,583 $0.00 7,583 D
Stock Options(2)(3) $7.9 03/03/2011 J 5,308 02/20/2008 02/20/2018 Common Stock 5,308 $0.00 5,308 D
Stock Options(2)(4) $6.09 03/03/2011 J 5,308 03/16/2009 03/16/2019 Common Stock 5,308 $0.00 5,308 D
Stock Options(2)(5) $7.42 03/03/2011 J 5,308 11/15/2010 11/15/2020 Common Stock 5,308 $0.00 5,308 D
Explanation of Responses:
1. Pursuant to the Plan of Conversion and Reorganization, each share of Rockville Financial, Inc. was exchanged for 1.5167 shares of Rockville Financial New, Inc.
2. Pursuant to the Plan of Conversion and Reorganization, each option to purchase a share of Rockville Financial, Inc. was converted into an option to purchase 1.5167 shares of Rockville Financial New, Inc. common stock, truncated down to the nearest whole share. The exercise price per share for each converted option is determined by dividing the exercise price of such converted option by the 1.5167 exchange ratio, with such quotient rounded to the nearest whole cent. All such options continue to vest according to their original terms.
3. Stock options granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan and will become exercisable in equal 20% increments over a five year period, the first 20% becoming exercisable on February 20, 2008 and the subsequent vesting on each annual anniversary of that date.
4. Stock options granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan and will become exercisable in equal 20% increments over a five year period, the first 20% becoming exercisable on March 16, 2009 and the subsequent vesting on each annual anniversary of that date.
5. Stock options granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan and will become exercisable in equal 20% increments over a five year period, the first 20% becoming exercisable on November 15, 2010 and the subsequent vesting on each annual anniversary of that date.
Remarks:
/s/ Marliese L. Shaw by POA 03/07/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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