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*
Aiello Paula A

(Last) (First) (Middle)
ROCKVILLE FINANCIAL, INC.
45 GLASTONBURY BLVD.

(Street)
GLASTONBURY CT 06033

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2014
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 11,119 D(1)(2)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options 12/01/2010 12/01/2019 Common Stock 13,808 $9.61(3)(4) D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013 restricted stock awards become fully vested as of April 30, 2014 upon Change in Control
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. Stock options are 100% vested as of April 30, 2014
4. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, each option to purchase a share of United Financial Bancorp, Inc. was converted into an option to purchase 1.3472 shares of Rockville Finacnial, Inc. common stock, truncated down to the nearest whole share. 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. The exercise price per share for each converted option is determined by dividing the exercise price of such converted option by the 1.3472 exchange ratio, with such quotient rounded to the nearest whole cent. All such options became vested and exercisable at legal close.
Remarks:
/s/ Marliese L. Shaw by POA 06/19/2014
** 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.
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