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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* Anderson Marisol T (Last) (First) (Middle) ROCKVILLE FINANCIAL, INC. 45 GLASTONBURY BLVD. (Street) GLASTONBURY CT 06033 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol United Financial Bancorp, Inc. [ UBNK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP Rockville Bank
	3. Date of Earliest Transaction (Month/Day/Year) 05/23/2014
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/23/2014		F		585	D	$13.16	1,792	D(1)(2)
Common Stock								624	I	Joint with Husband
Common Stock								4,983.2187	I	By Rockville Bank 401(k) Plan
Common Stock								8,475.9913	I(3)	Rockville Bank ESOP

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options(4)	$10.99							06/21/2012	06/21/2022	Common Stock	2,806		2,806	D
Stock Options(5)	$10.99							06/21/2012	06/21/2022	Common Stock	7,904		7,904	D
Stock Options(4)	$13.25							06/21/2013	06/21/2023	Common Stock	1,648		1,648	D
Stock Options(5)	$13.25							06/21/2013	06/21/2023	Common Stock	4,945		4,945	D

Explanation of Responses:

1. Restricted stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 2,949 shares vest in four equal annual installments of 25%, with the first installment to vest on June 21, 2012 and an additional 25% to vest on each annual anniversary of the grant date thereafter. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, all shares became 100% vested. The reported number of shares is net of 1,157 shares withheld by the Issuer for tax withholding purposes.

2. Transaction representing shares withheld by the Issuer for tax withholding purposes with respect to the vesting of Restricted Stock previously issued to the Reporting Person by the Issuer June 21, 2012 under its 2012 Stock Incentive Award Plan.

3. Shares allocated to the account of Ms. Anderson under the Rockville Bank Employee Stock Ownership Plan, of which 100% are vested as of December 31, 2013

4. 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. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, all options became 100% vested and exercisable.

5. 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. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, all options became 100% vested and exercisable.

Remarks:

	/s/ Marliese L. Shaw by POA	05/27/2014
	** 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).
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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