SEC Form 5
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*
Trachimowicz Richard 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2013
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 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 32,572.1867 D(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)
Common Stock 7,726.7848 I(10) By Rockville Bank 401(k) Plan
Common Stock 12/31/2013 A 1,843.0855 A $0.00 18,706.7467 I(12)(13) 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $11.72 12/13/2008 12/13/2016 Common Stock 3,033 3,033 D
Stock Options $9.46 08/14/2007(14) 08/14/2017 Common Stock 9,858 9,858 D
Stock Options $7.9 02/20/2008(14) 02/20/2018 Common Stock 9,858 9,858 D
Stock Options $6.09 03/16/2009(14) 03/16/2019 Common Stock 9,251 9,251 D
Stock Options $7.42 11/15/2010(14) 11/15/2020 Common Stock 9,373 9,373 D
Stock Options $9.5 09/02/2011(14) 09/02/2021 Common Stock 9,385 9,385 D
Stock Options $10.99 06/21/2012(14) 06/21/2022 Common Stock 12,358 12,358 D
Stock Options $10.99 06/21/2012(15) 06/21/2022 Common Stock 34,817 34,817 D
Stock Options $13.25 06/21/2013(14) 06/21/2023 Common Stock 4,532 4,532 D
Stock Options $13.25 06/21/2013(15) 06/21/2023 Common Stock 13,598 13,598 D
Explanation of Responses:
1. Includes 3,100 shares held jointly with wife.
2. Includes 3,808 restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 5,000 shares (x 1.5167 exchange ratio became 7,583 shares) will become vested in equal 20% increments over a five year period, the first 20% becoming vested on February 20, 2008 and the subsequent vesting on each annual anniversary of that date. The reported number is net of 2,769 shares (1,490 shares x 1.5167 exchange ratio became 2,259 shares in March 2011, plus 510 shares since that time) withheld by the Issuer for tax withholding purposes, as well as 1,006 shares sold on the open market.
3. Includes 2,220 restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 2,250 shares (x 1.5167 exchange ratio became 3,412 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 is net of 1,192 shares (338 shares x 1.5167 exchange ratio became 512 shares in March 2011, plus 680 shares since that time) withheld by the Issuer for tax withholding purposes, as well as 467 shares sold on the open market.
4. Includes 2,111 restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 2,250 shares (x 1.5167 exchange ratio became 3,412 shares) will become vested in equal 20% increments over a five year period, the first 20% vesting on November 15, 2010 and the subsequent vesting on each annual anniversary of that date. The reported number is net of 910 shares (116 shares x 1.5167 exchange ratio became 175 shares in March 2011, plus 735 shares since that time) withheld by the Issuer for tax withholding purposes, as well as 391 shares sold on the open market.
5. Includes 1,221 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 1,851 shares vest in equal 20% increments over a five year period, the first 20% vesting on September 2, 2011 and the subsequent vesting on each annual anniversary of that date. The reported number of shares is net of 419 shares withheld by the Issuer for tax withholding purposes, as well as 211 shares sold on the open market.
6. Includes 6,474 restricted shares granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 9,745 shares will become vested in four equal annual installments of 25%, with the first 25% vesting on June 21, 2012 and the subsequent vesting on each annual anniversary of the grant date thereafter. The reported number of shares is net of 1,650 shares withheld by the Issuer for tax withholding purposes, as well as 1,621 shares sold on the open market.
7. Includes 3,248 restricted shares granted pursuant to the Rockville financial, Inc.'s 2012 Stock Incentive Plan and cliff vest on the third anniversary of the grant date, if, and only if, Rockville Financial, Inc. meets certain performance goals.
8. Includes 1,135 Shares of Restricted Stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 1,245 shares vest in four equal annual installments of 25%, with the first installment to vest on June 21, 2013 and an additional 25% to vest on each annual anniversary of the grant date thereafter. The reported number of shares is net of 110 shares withheld by the Issuer for tax withholding purposes.
9. Includes 1,245 shares of Restricted Stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan and cliff vest on the third anniversary of the grant date, if, and only if, Rockville Financial, Inc. meeting certain performance goals.
10. Additional non-reportable shares acquired in the Rockville Bank 401(k) Plan during 2013 for Mr. Trachimowicz, not previously reported are comprised of 822.0234 shares purchased in 2013.
11. Includes additional non-reportable shares acquired through dividend reinvestment for Mr. Trachimowicz, not previously reported are comprised of 796.1867 shares purchased between August 9, 2012 and Deceber 31, 2013
12. Shares allocated to the account of Mr. Trachimowicz under the Rockville Bank Employee Stock Ownership Plan, of which all shares are vested as of December 31, 2013
13. Total beneficial ownership is 59,005.7182 at 12/31/2013.
14. 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 and an additional 20% to vest on each annual anniversary of the grant date thereafter.
15. Stock options granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan and will become exercisable in four equal annual installments of 25%, with the first installment to vest on the grant date and an additional 25% to vest on each annual anniversary of the grant date thereafter.
Remarks:
/s/ Marliese L. Shaw by POA 02/12/2014
** 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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