SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Stewart Robert A Jr

(Last)

(First)

(Middle)

UNITED FINANCIAL BANCORP, INC.

45 GLASTONBURY BLVD.

(Street)

GLASTONBURY

06033

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/30/2014

3. Issuer Name and Ticker or Trading Symbol
United Financial Bancorp, Inc. [ UBNK ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	36,247	D⁽¹⁾⁽²⁾
Common Stock	7,813	I⁽²⁾	By IRA

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options	08/17/2007	08/17/2016	Common Stock	28,743	$9.17⁽³⁾	D

Explanation of Responses:

1. Includes shares of restricted stock which are 100% vested as of April 30, 2014

2. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, each share of United Financial Bancorp, Inc. was exchanged for 1.3472 shares of Rockville Financial, Inc. At legal close, Rockville Financial, Inc. changed its name to United Financial Bancorp, Inc. in connection with the merger of United Financial Bancorp, Inc. into Rockville Financial, Inc.

3. Options to purchase shares of common stock are 100% vested as of April 30, 2014. Also includes an equal number of stock appreciation rights. Stock appreciation rights are granted in tandem with the options granted and the exercise of one will cause the cancellation of the other.

Remarks:

	/s/ Marliese L. Shaw by POA	05/02/2014
	** 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 5 (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.