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*
Kucia Mark 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)
EVP/Rockville Bank
3. Date of Earliest Transaction (Month/Day/Year)
09/14/2012
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 09/14/2012 F 204 D $11.99 33,424 D(1)(2)(3)(4)(5)(6)(7)
Common Stock 5,505.8688 I By Rockville Bank 401(k) Plan
Common Stock 11,917.0189 I(8) By Rockville Bank ESOP 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(9) $7.9 02/20/2008 02/20/2018 Common Stock 9,858 9,858 D
Stock Options(10) $6.09 03/16/2009 03/16/2019 Common Stock 9,479 9,479 D
Stock Options(11) $7.42 11/15/2010 11/15/2020 Common Stock 5,187 5,187 D
Stock Options(12) $9.5 09/02/2011 09/02/2021 Common Stock 15,091 15,091 D
Stock Options(13) $10.99 06/21/2012 06/21/2022 Common Stock 22,552 22,552 D
Stock Options(14) $10.99 06/21/2012 06/21/2022 Common Stock 63,536 63,536 D
Explanation of Responses:
1. Includes 2,529 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 2,976 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 447 shares withheld by the Issuer for tax withholding purposes.
2. Includes 3,856 shares of 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 become 6,066 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 of shares is net of 2,210 shares (1,188 x 1.5167 exchange ratio became 1,801 shares in March 2011. Plus 409 shares since that time) withheld by the Issuer for tax withholding purposes.
3. Includes 2,176 shares of restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 2,000 shares (x 1.5167 exchange ratio become 3,033 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 857 shares (302 x 1.5167 exchange ratio became 458 shares in March 2011, plus 399 shares since that time) withheld by the Issuer for tax withholding purposes.
4. Includes 2,633 shares of restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 2,000 shares (x 1.5167 exchange ratio become 3,033 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 400 shares (103 x 1.5167 exchange ratio became 156 shares in March 2011, plus 244 shares since that time) withheld by the Issuer for tax withholding purposes.
5. Includes 16,302 restricted shares granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 17,783 shares vest in four equal annual installments of 25%, with the first installment to vest on the grant date and an additional 25% to vest on each annual anniversary of the grant date thereafter. The reported number of shares is net of 1,481 shares withheld by the Issuer for tax withholding purposes.
6. Includes 5,928 restricted shares granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan and cliff vest on the third anniversary of the grant date, if, and only if, Rockville Financial, Inc. Meeting certain performance goals.
7. Transaction representing shares withheld by the Issuer for tax withholding purposes with respect to the vesting of and removal of restrictions on Restricted Stock previously issued to the Reporting Person by the Issuer under its 2006 Stock Incentive Award Plan.
8. Shares allocated to the account of Mr. Kucia 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 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.
12. 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 September 2, 2011 and the subsequent vesting on each annual anniversary of that date.
13. Stock options granted pursuant to the Rockville Financial, Inc.'s 2006 Stock Incentive Award Plan and will become exercisable in five equal annual installments of 20%, the first 20% becoming exercisable June 21, 2012 and the subsequent vesting on each annual anniversary of the grant date thereafter.
14. Stock options granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan and will become exercisable in four equal annual installments of 25%, the first 25% becoming exercisable on June 21, 2012 and the subsequent vesting on each annual anniversary of the grant date thereafter.
Remarks:
/s/ Marliese L Shaw by POA 09/18/2012
** 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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