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 INC
45 GLASTONBURY BOULEVARD

(Street)
GLASTONBURY CT 06033

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Rockville Financial, Inc. /CT/ [ RCKB ]
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)
12/24/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
12/27/2012
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 13,805.8555 I By Rockville Bank 401(k) Plan
Common Stock 12/24/2012 P 500 A $12.91 210,222 D (1) (2) (3) (4)
Common Stock 18,500.0049 I (5) By Rockville Bank ESOP Plan
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 $11.72 12/13/2008 04/26/2016 (6) Common Stock 45,501 45,501 D
Stock Options $9.46 08/14/2007 (7) 04/26/2016 (6) Common Stock 45,501 45,501 D
Stock Options $7.9 02/20/2008 (8) 04/26/2016 (6) Common Stock 45,501 45,501 D
Stock Options $6.09 03/16/2009 (9) 04/26/2016 (6) Common Stock 47,169 47,169 D
Stock Options $7.42 11/15/2010 (10) 04/26/2016 (6) Common Stock 53,691 53,691 D
Stock Options $10.99 06/21/2012 (11) 06/21/2022 Common Stock 2,017 2,017 D
Stock Options $10.99 06/21/2012 (12) 06/21/2022 Common Stock 5,682 5,682 D
Explanation of Responses:
1. Includes 15,000 shares held jointly with wife.
2. 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 became 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 became 12,740 shares) withheld by the Issuer for tax withholding purposes.
3. Includes 10,265 shares of restricted stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan and shall vest on the first annual anniversary (6/21/2013) of the grant date.
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 became 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.
6. The expiration date has been amended to no later than five years from Mr. McGurk's retirement date of April 26, 2011 in accordance with the 2006 Stock Incentive Award Plan.
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.
11. Stock options granted pursuant to the Rockville Financial, Inc.'s 2006 Stock Incentive Award Plan and will become exercisable in five equal annual installments of 20%,with the first installment to vest on the grant date of June 21, 2012 and an additional 20% to vest on each annual anniversary of the grant date thereafter.
12. Stock options granted pursuant to the Rockville Financial, Inc's 2012 Stock Incentive Plan and shall vest on 6/21/2013, the first annual anniversary of the grant date
Remarks:
This filing is to correct the transaction code from A (award) to P (purchase) as it was inadvertently filed incorrectly as a stock award rather than an open market purchase.
/s/ Marliese L. Shaw by POA 01/02/2013
** Signature of Reporting Person Date
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