SEC FORM 4

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^*

Buchholz Christopher E

(Last)

(First)

(Middle)

ROCKVILLE FINANCIAL NEW, INC.

1645 ELLINGTON ROAD

(Street)

SOUTH WINDSOR

06074

(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)
	EVP

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2011		F		238	D	$10.55	21,555	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾
Common Stock								10,154	I	By Rockville Bank 401(k) Plan
Common Stock								9,150	I⁽⁶⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options	$11.72							12/13/2008	12/13/2016	Common Stock	9,858		9,858	D
Stock Options⁽⁷⁾	$9.46							08/14/2007	08/14/2017	Common Stock	15,167		15,167	D
Stock Options⁽⁸⁾	$7.9							02/20/2008	02/20/2018	Common Stock	15,167		15,167	D
Stock Options⁽⁹⁾	$6.09							03/16/2009	03/16/2019	Common Stock	17,062		17,062	D
Stock Options⁽¹⁰⁾	$7.42							11/15/2010	11/15/2020	Common Stock	10,700		10,700	D

Explanation of Responses:

1. Includes 3596 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 2,500 shares (x 1.5167 exchange ratio became 3791 shares) vest 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 of shares is net of 129 (x 1.5167 exchange ratio became 195 shares)withheld by the Issuer for tax withholding purposes.

2. Includes 3958 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 4,000 shares (x 1.5167 exchange ratio became 6066) vested 20% on December 22, 2006, and each December 13 of 2007, 2008, 2009 and 2010. The reported number of shares is net of 1390 (x 1.5167 exchange ratio became 2108 shares)withheld by the Issuer for tax withholding purposes.

3. Includes 10,923 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 10,000 shares (x 1.5167 exchange ratio became 15,167 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 2798 (x 1.5167 exchange ratio became 4,243 shares)withheld by the Issuer for tax withholding purposes.

4. Includes 3,077 restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 2,500 shares (x 1.5167 exchange ratio became 3791 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 314 (x 1.5167 exchange ratio became 714 shares)withheld by the Issuer for tax withholding purposes.

5. Transaction representing shares withheld by the Issuer for tax withholding purposes on April 1, 2011 with respect to the vesting of and removal of restrictions on certain shares of Restricted Stock previously issued to the Reporting Person by the Issuer under its 2006 Stock Incentive Award Plan.

6. Shares allocated to the account of Mr. Buchholz under the Rockville Bank Employee Stock Ownership Plan, of which 7318.400 shares are vested as of April 1, 2011.

7. Stock options granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan and are 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 are 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 are 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 are 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 POA	04/05/2011
	** 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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