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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
Jeamel Joseph A Jr
(Last) (First) (Middle)
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. [ RCKB ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/26/2008
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 18,974.6466 I(1) By Rockville Bank 401(k) Plan
Common Stock 12/26/2008 G 1,600 D $0.00 41,828 D(2)(3)(4)
Common Stock 5,379.0639 I(5)(6) 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 $17.77 12/13/2008 12/13/2016 Common Stock 12,000 12,000 D
Stock Options $14.35 08/14/2007(7) 08/14/2017 Common Stock 12,000 12,000 D
Stock Options $11.98 02/20/2008(8) 02/20/2018 Common Stock 12,000 12,000 D
Explanation of Responses:
1. Includes non-reportable shares acquired in the Rockville Bank 401(k) Plan during the second and third quarter 2008 for Mr. Jeamel, not previously reported of 64.9488 shares purchased on 6/5/2008, 3.4711 shares purchased on 6/11/2008, .5012 shares purchased on 6/23/2008, .0710 shares purchased on 7/7/2008, .0118 shares purchased on 7/17/2008, .0020 shares purchased on 8/5/2008, .0007 shares purchased on 8/24/2008, and 64.0614 shares purchased on 9/30/2008.
2. Includes 20,000 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. Of the original grant of 27,000 shares, the 5,400 shares (20%) vested on December 22, 2006 were withheld by the Issuer for tax withholding purposes, 1,600 vested shares were gifted on December 26, 2008 and the remaining shares vest 20% on each December 13 of years 2007 - 2010.
3. Includes 21,600 restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 27,000 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 is net of 5,400 shares withheld by the Issuer for tax withholding purposes.
4. This transaction is a bona fide gift of 500 shares to each of Mr. Jeamel's three adult sons on December 26, 2008 and 100 shares to a local organization. Mr. Jeamel is disclaiming beneficial ownership of these shares as of the transaction date.
5. Total beneficial ownership is 66,181.7105 shares.
6. Shares allocated to the account of Mr. Jeamel under the Rockville Bank Employee Stock Ownership Plan, of which 5,379.0639 shares are vested as of December 31, 2007.
7. 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.
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 February 20, 2008 and the subsequent vesting on each annual anniversary of that date.
Remarks:
/s/ Joseph F. Jeamel, Jr. 12/30/2008
** 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.