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
	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* Trachimowicz Richard J (Last) (First) (Middle) ROCKVILLE FINANCIAL NEW, INC. 1645 ELLINGTON ROAD (Street) SOUTH WINDSOR CT 06074 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Rockville Financial, Inc. /CT/ [ RCKBD ]	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) 03/03/2011
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/03/2011		J		4,385	A	$0.00(1)	4,385	I	By Rockville Bank 401(k) Plan
Common Stock(2)(3)(4)(5)	03/03/2011		J		33,911	A	$0.00(1)	33,911	D
Common Stock(6)	03/03/2011		J		11,866	A	$0.00(1)	11,866	I	By Rockville Bank ESOP Plan
Common Stock	03/03/2011		P		1,000	A	$10	1,000	I	By Rockville Bank 401(k) 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options(7)	$11.72	03/03/2011		J		3,033		12/13/2008	12/13/2016	Common Stock	3,033	$0.00	3,033	D
Stock Options(7)(8)	$9.46	03/03/2011		J		9,858		08/14/2007	08/14/2017	Common Stock	9,858	$0.00	9,858	D
Stock Options(7)(9)	$7.9	03/03/2011		J		9,858		02/20/2008	02/20/2018	Common Stock	9,858	$0.00	9,858	D
Stock Options(7)(10)	$6.09	03/03/2011		J		9,251		03/16/2009	03/16/2019	Common Stock	9,251	$0.00	9,251	D
Stock Options(7)(11)	$7.42	03/03/2011		J		9,373		11/15/2010	11/15/2020	Common Stock	9,373	$0.00	9,373	D

Explanation of Responses:

1. Pursuant to the Plan of Conversion and Reorganization, each share of Rockville Financial, Inc. was exchanged for 1.5167 shares of Rockville Financial New, Inc.

2. Includes 3,100 shares held jointly with wife.

3. Includes 5,323 restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 5,000 shares (x 1.5167 exchange ratio becomes 7,583 shares) will become 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. The reported number is net of 1,490 shares (x 1.5167 exchange ratio becomes 2,260 shares) withheld by the Issuer for tax withholding purposes.

4. Includes 2,899 restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 2,250 shares (x 1.5167 exchange ratio becomes 3,412 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 338 shares (x 1.5167 exchange ratio becomes 513 shares) withheld by the Issuer for tax withholding purposes.

5. Includes 3,236 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 2,250 shares (x 1.5167 exchange ratio becomes 3,412 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 116 shares (x 1.5167 exchange ratio becomes 176 shares) withheld by the Issuer for tax withholding purposes.

6. Shares allocated to the account of Mr. Trachimowicz under the Rockville Bank Employee Stock Ownership Plan, of which all shares are vested.

7. Pursuant to the Plan of Conversion and Reorganization, each option to purchase a share of Rockville Financial, Inc. was converted into an option to purchase 1.5167 shares of Rockville Financial New, Inc. common stock, truncated down to the nearest whole share. The exercise price per share for each converted option is determined by dividing the exercise price of such converted option by the 1.5167 exchange ratio, with such quotient rounded to the nearest whole cent. All such options continue to vest according to their original terms.

8. Stock options granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan and will become 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.

9. Stock options granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan and will become 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.

10. Stock options granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan and will become 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.

11. Stock options granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan and will become 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 by POA	03/07/2011
	** 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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