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^*

Stewart Robert A Jr

(Last)

(First)

(Middle)

UNITED FINANCIAL BANCORP, INC.

45 GLASTONBURY BLVD.

(Street)

GLASTONBURY

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2016

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	06/10/2016		M		28,743	A	$9.17	69,019	D
Common Stock	06/10/2016		S		23,660	D	$13.2809	45,359	D⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾
Common Stock								7,813	I⁽³⁾	By IRA
Common Stock								300	I	As Custodian for Grandsons

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 Options	$9.17⁽⁵⁾	06/10/2016		X			28,743	08/17/2007	08/17/2016	Common Stock	28,743	$9.17	0	D

Explanation of Responses:

1. Includes 1,820 shares of Restricted Stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan on June 20, 2014 that vested on the first annual anniversary of the grant date.

2. Includes shares of restricted stock which are 100% vested as of April 30, 2014.

3. 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.

4. Includes 2,209 shares of Restricted Stock granted pursuant to the United Financial Bancorp, Inc. 2015 Omnibus Stock Incentive Plan on November 18, 2015 and shall vest on the first annual anniversary of the grant date.

5. Options to purchase shares of common stock were 100% vested as of April 30, 2014 and included an equal number of stock appreciation rights. Stock appreciation rights are granted in tandem with the options granted and the exercise of one will cause the cancellation of the other.

Remarks:

	/s/ Marliese L. Shaw by POA	06/14/2016
	** 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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