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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Rockville Financial, Inc. /CT/ [ RCKBD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 21,793 | A | $0.00(1) | 21,793 | D(2)(3)(4)(5) | |||
Common Stock | 03/03/2011 | J | 6,785 | A | $0.00(1) | 6,785 | I | By Rockville Bank 401(k) Plan | ||
Common Stock | 03/03/2011 | J | 9,150 | A | $0.00(1) | 9,150 | I(6) | By Rockville Bank ESOP Plan | ||
Common Stock | 03/03/2011 | P | 3,369 | A | $10 | 3,369 | 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) | |||||||||||||||
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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 | 9,858 | 12/13/2008 | 12/13/2016 | Common Stock | 9,858 | $0.00 | 9,858 | D | ||||
Stock Options(7)(8) | $9.46 | 03/03/2011 | J | 15,167 | 08/14/2007 | 08/14/2017 | Common Stock | 15,167 | $0.00 | 15,167 | D | ||||
Stock Options(7)(9) | $7.9 | 03/03/2011 | J | 15,167 | 02/20/2008 | 02/20/2018 | Common Stock | 15,167 | $0.00 | 15,167 | D | ||||
Stock Options(7)(10) | $6.09 | 03/03/2011 | J | 17,062 | 03/16/2009 | 03/16/2019 | Common Stock | 17,062 | $0.00 | 17,062 | D | ||||
Stock Options(7)(11) | $7.42 | 03/03/2011 | J | 10,700 | 11/15/2010 | 11/15/2020 | Common Stock | 10,700 | $0.00 | 10,700 | 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 3596 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 2,500 shares (x 1.5167 exchange ratio becomes 3791 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 129 (x 1.5167 exchange ratio becomes 195 shares)withheld by the Issuer for tax withholding purposes. |
3. Includes 3958 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 4,000 shares (x 1.5167 exchange ratio becomes 6066) vested 20% on December 22, 2006, and each December 13 of 2007, 2008, 2009 and 2010. The reported number of shares is net of 1390 (x 1.5167 exchange ratio becomes 2108 shares)withheld by the Issuer for tax withholding purposes. |
4. Includes 10,923 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 10,000 shares (x 1.5167 exchange ratio becomes 15,167 shares) vest in equal 20% increments over a five year period, the first 20% on February 20, 2008 and the subsequent vesting on each annual anniversary of that date. The reported number is net of 2798 (x 1.5167 exchange ratio becomes 4,243 shares)withheld by the Issuer for tax withholding purposes. |
5. Includes 3,315 restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 2,500 shares (x 1.5167 exchange ratio becomes 3791 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 314 (x 1.5167 exchange ratio becomes 476 shares)withheld by the Issuer for tax withholding purposes. |
6. Shares allocated to the account of Mr. Buchholz under the Rockville Bank Employee Stock Ownership Plan, of which 7318.400 shares are vested as of March 3, 2011. |
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 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |