FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Rockville Financial, Inc. /CT/ [ RCKB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 0(1) | I | By Rockville Bank 401(k) Plan | ||||||||||||
Common Stock | 12/06/2011 | G | 1,500 | D | $0.00(10) | 112,768.1064(2)(3) | D | ||||||||
Common Stock | 0(4)(5) | I | Rockville Bank ESOP Plan |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Stock Options | $11.72 | 12/13/2008 | 12/13/2016 | Common Stock | 18,200 | 18,200 | D | |||||||
Stock Options(6) | $9.46 | 08/14/2007 | 08/14/2017 | Common Stock | 18,200 | 18,200 | D | |||||||
Stock Options(7) | $7.9 | 02/20/2008 | 02/20/2018 | Common Stock | 18,200 | 18,200 | D | |||||||
Stock Options(8) | $6.09 | 03/16/2009 | 03/16/2019 | Common Stock | 20,778 | 20,778 | D | |||||||
Stock Options(9) | $7.42 | 11/15/2010 | 11/15/2020 | Common Stock | 6,825 | 6,825 | D |
Explanation of Responses: |
1. Additional non-reportable shares acquired in the Rockville Bank 401(k) Plan during 2011 for Mr. Jeamel, not previously reported are comprised of 2894.1064 shares purchased since the Company's March 3, 2011 stock conversion. Subsequent transfer to IRA. |
2. Includes 32,760 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 27,000 shares (x 1.5167 exchange ratio becomes 40,950 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 5,400 shares (x 1.5167 exchange ratio becomes 8190 shares) withheld by the Issuer for tax withholding purposes. |
3. Includes 4170 restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 13,750 (x 1.5167 exchange ratio becomes 20,854 shares) which 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. |
4. Shares allocated to the account of Mr. Jeamel under the Rockville Bank Employee Stock Ownership Plan, of which all shares are vested as of December 31, 2011, transferred to IRA. |
5. Total beneficial ownership is 112,768,1064 at 12/31/2011. |
6. 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. |
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 February 20, 2008 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 March 16, 2009 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 November 15, 2010 and the subsequent vesting on each annual anniversary of that date. |
10. Gifted 500 Shares each to his three adult sons for a total of 1,500 shares. |
Remarks: |
/s/ Marliese L. Shaw by POA | 02/10/2012 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |