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*
Santarelli Marino J

(Last) (First) (Middle)
C/O ROCKVILLE FINANCIAL, INC.
1645 ELLINGTON ROAD

(Street)
SOUTH WINDSOR CT 06074

(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
X Officer (give title below) Other (specify below)
EVP/COO Rockville Bank
3. Date of Earliest Transaction (Month/Day/Year)
07/06/2012
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 07/06/2012 F 1,485 D $10.99 26,403 D(1)(2)(3)
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(4) $9.71 08/05/2011 07/18/2021 Common Stock 22,260 22,260 D
Stock Options(5) $10.99 06/21/2012 06/21/2022 Common Stock 22,552 22,552 D
Stock Options(6) $10.99 06/21/2012 06/21/2022 Common Stock 63,536 63,536 D
Explanation of Responses:
1. Includes 4,177 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 4505 shares vest in equal 20% increments, the first 20% became vested on August 5, 2011 and the subsequent vesting will occur on each annual anniversary of his hire date of July 18, 2011. The reported number of shares is net of 328 shares withheld by the Issuer for tax withholding purposes.
2. Includes 17,783 restricted shares granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan and will 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 1,485 shares withheld by the Issuer for tax withholding purposes.
3. 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.
4. Stock options granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan and are exercisable in equal 20% increments, the first 20% became exercisable on August 5, 2011 and the subsequent vesting on each annual anniversary of his hire date of July 18, 2011.
5. 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%, with the first installment to vest on the grant date and an additional 20% to vest on each annual anniversary of the grant date thereafter.
6. 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%, 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.
Remarks:
/s/ Marliese L. Shaw by POA 07/09/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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