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*
Rosner Laurie A

(Last) (First) (Middle)
ROCKVILLE FINANCIAL INC
45 GLASTONBURY BOULEVARD

(Street)
GLASTONBURY CT 06033

(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
Officer (give title below) X Other (specify below)
SVP/Rockville Bank
3. Date of Earliest Transaction (Month/Day/Year)
08/05/2013
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 23,294 D(1)(2)(3)(4)(5)(6)(7)
Common Stock 29,682.6998 I By Rockville Bank 401(k) Plan
Common Stock 9,814 I Held by husband
Common Stock 15,031.224 I(8) By Rockville Bank ESOP Plan
Common Stock 3,505 I By IRA - Husband
Common Stock 160 I IRA
Common Stock 08/05/2013 M 2,600 A $6.09 2,600 D
Common Stock 08/05/2013 S 2,600 D $13.3 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options $6.09 08/05/2013 X 2,600 03/16/2009(9) 08/19/2013(10) Common Stock 2,600 $0.00 0 D
Explanation of Responses:
1. Includes 5,120 shares held jointly with husband.
2. Includes 5,972 restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 6,000 shares (x 1.5167 exchange ratio became 9,100 shares) will became vested in equal 20% increments over a five year period, with the first 20% vesting on December 6, 2006 and the subsequent vesting on each annual anniversary of that date. The reported number of shares is net of 3,128 shares (2,062 shares x 1.5167 exchange ratio became 3,128 shares in March 2011).
3. Includes 1,420 restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 1,500 shares (x 1.5167 exchange ratio became 2,275 shares) will become vested in equal 20% increments over a five year period, with 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 855 shares (226 shares x 1.5167 exchange ratio became 342 shares in March 2011, plus 513 shares since that time) withheld by the Issuer for tax withholding purposes.
4. Includes 1,838 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 1,500 shares (x 1.5167 exchange ratio became 2,275 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 284 shares (77 shares x 1.5167 exchange ratio became 116 shares in March 2011, plus 321 shares since that time) withheld by the Issuer for tax withholding purposes.
5. Includes 1,140 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 1,344 shares vest in equal 20% increments over a five year period, the first 20% vesting on September 2, 2011 and the subsequent vesting on each annual anniversary of that date. The reported number of shares is net of 204 shares withheld by the Issuer for tax withholding purposes.
6. Includes 3,601 restricted shares granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 3,933 shares vest in four equal annual installments of 25%, the first 25% vesting on June 21, 2012 and the subsequent vesting on each annual anniversary of the grant date thereafter. The reported number of shares is net of 332 shares withheld by the Issuer for tax withholding purposes.
7. Includes 3,807 restricted stock 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 6,066 shares) will become vested in equal 20% increments over a five year period, with the first 20% vesting on February 20, 2008 and the subsequent vesting on each annual anniversary of that date. The reported number of shares is net of 2,259 shares (1,188 shares x 1.5167 exchange ratio became 1,801 shares in March 2011, plus 458 shares since that time) withheld by the Issuer for tax withholding purposes.
8. Shares allocated to the account of Ms. Rosner under the Rockville Bank Employee Stock Ownership Plan, of which all shares are vested.
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 March 16, 2009 and the subsequent vesting on each annual anniversary of that date.
10. The expiration date has been amended to 90 days from Ms. Rosner's termination date of May 21, 2013 in accordance with the 2006 Stock Incentive Award Plan.
Remarks:
/s/ Marliese L. Shaw by POA 08/06/2013
** 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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