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^*

Mengacci James A

(Last)

(First)

(Middle)

333 CHURCH STREET

(Street)

NAUGATUCK

06770

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Naugatuck Valley Financial Corp [ NVSL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2011

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	06/29/2011		J⁽¹⁾		13,627	A	$0.0000	13,627	D
Common Stock	06/29/2011		P		25	A	$8	13,652	D

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 Option (right to buy)	$11.12⁽²⁾	06/29/2011		J⁽²⁾		18,589		07/26/2006⁽³⁾	07/26/2015	Common Stock	18,589	$0.0000	18,589	D

Explanation of Responses:

1. Pursuant to the Amended and Restated Plan of Conversion and Reorganization of Naugatuck Valley Mutual Holding Company, each share of common stock of Naugatuck Valley Financial Corporation (Federal corporation) was exchanged for 0.9978 share of common stock of Naugatuck Valley Financial Corporation (Maryland corporation).

2. Pursuant to the Amended and Restated Plan of Conversion and Reorganization of Naugatuck Valley Mutual Holding Company, each option to purchase shares of common stock of Naugatuck Valley Financial Corporation (Federal corporation) was converted into an option to purchase shares of common stock of Naugatuck Valley Financial Corporation (Maryland corporation) by multiplying the number of shares subject to each option by the 0.9978 exchange ratio, rounded down to the nearest share. The exercise price per share of each converted option was determined by dividing the exercise price of the option by the 0.9978 exchange ratio. All such converted options continue to vest based on their original terms.

3. Stock Options granted pursuant to the Naugatuck Valley Financial Corporation 2005 Equity Incentive Plan are fully vested and exercisable.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ James A. Mengacci	06/30/2011
	** 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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