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*
McGurk William J
(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
X Officer (give title below) Other (specify below)
President & CEO
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 12,884 A $0.00(1) 12,884 I By Rockville Bank 401(k) Plan
Common Stock(2)(3)(4) 03/03/2011 J 188,757 A $0.00(1) 188,757 D
Common Stock(5) 03/03/2011 J 15,699 A $0.00(1) 15,699 I By Rockville Bank ESOP Plan
Common Stock 03/03/2011 P 6,500 A $10 6,500 D
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(6) $11.72 03/03/2011 J 45,501 12/13/2008 12/13/2016 Common Stock 45,501 $0.00 45,501 D
Stock Options(6)(7) $9.46 03/03/2011 J 45,501 08/14/2007 08/14/2017 Common Stock 45,501 $0.00 45,501 D
Stock Options(6)(8) $7.9 03/03/2011 J 45,501 02/20/2008 02/20/2018 Common Stock 45,501 $0.00 45,501 D
Stock Options(6)(9) $6.09 03/03/2011 J 47,169 03/16/2009 03/16/2019 Common Stock 47,169 $0.00 47,169 D
Stock Options(6)(10) $7.42 03/03/2011 J 53,691 11/15/2010 11/15/2020 Common Stock 53,691 $0.00 53,691 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. Includes 15,000 shares held jointly with wife.
3. Includes 50,961 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 42,000 shares (x 1.5167 exchange ratio becomes 63,701 shares) vest in equal 20% increments over a five year period, the first 20% on February 20, 2008 and the subsequent vesting on each annual anniversary of that date. The reported number is net of 8,400 shares (x 1.5167 exchange ratio becomes 12,740 shares) withheld by the Issuer for tax withholding purposes.
4. Includes 4,216 restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 3,475 shares (x 1.5167 exchange ratio becomes 5,270 shares) will become vested in equal 20% increments over a five year period, the first 20% vesting on March 16, 2009 and the subsequent vesting on each annual anniversary of that date. The reported number of shares is net of 695 shares (x 1.5167 exchange ratio becomes 1,054 shares) withheld by the Issuer for tax withholding purposes.
5. Shares allocated to the account of Mr. McGurk under the Rockville Bank Employee Stock Ownership Plan, of which all shares are vested as of March 3, 2011.
6. 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.
7. 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 August 14, 2007 and the subsequent vesting on each annual anniversary of that date.
8. 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.
9. 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.
10. 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 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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