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^*

Buchholz Christopher E

(Last)

(First)

(Middle)

ROCKVILLE FINANCIAL INC

1645 ELLINGTON ROAD

(Street)

SOUTH WINDSOR

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
Officer (give title below)	X	Other (specify below)
		EVP/Rockville Bank

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)
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	12/26/2008		F		252	D	$13.01	12,411	D⁽¹⁾⁽²⁾⁽³⁾
Common Stock								1,277.0648	I⁽⁴⁾	By Rockville Bank 401(k) Plan
Common Stock								1,346.901	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)
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	$17.77							12/13/2008	12/13/2016	Common Stock	6,500		6,500	D
Stock Options	$14.35							08/14/2007⁽⁷⁾	08/14/2017	Common Stock	10,000		10,000	D
Stock Options	$11.98							02/20/2008⁽⁸⁾	02/20/2018	Common Stock	10,000		10,000	D

Explanation of Responses:

1. Includes 3,114 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan vested 20% on December 22, 2006, December 13, 2007 and December 13, 2008. Of the original 4,000 shares, 20% will vest on each December 13 of years 2009 and 2010. The reported number of shares is net of 886 shares withheld by the Issuer for tax withholding purposes.

2. 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.

3. Includes 9,297 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 10,000 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 703 shares withheld by the Issuer for tax withholding purposes.

4. Includes non-reportable shares acquired in the Rockville Bank 401(k) Plan during the first, second and third quarter 2008 for Mr. Buchholz, not previously reported of 4.9492 shares purchased on 1/10/2008, 7.5782 shares purchased on 1/23/2008, 103.2480 shares on 2/10/2008, 8.2426 shares on 2/21/2008, 7.4515 shares on 3/2/2008, 19.7913 shares on 3/6/2008, 7.0126 shares purchased on 3/17/2008, 6.9327 shares purchased on 3/30/2008, 6.4407 shares purchased on 4/17/2008, 6.1601 shares purchased on 5/7/2008, 6.2236 shares purchased on 5/13/2008, 6.6721 shares purchased on 5/26/2008, 1.0577 shares purchased on 5/27/2008, 5.1244 shares purchased on 6/5/2008, 6.0900 shares purchased on 6/11/2008, 6.8664 shares purchased on 6/23/2008, 6.9882 shares purchased on 7/7/2008, 6.7144 shares purchased on 7/17/2008, 5.8492 shares purchased on 8/5/2008, 6.1545 shares purchased on 8/24/2008, 6.5237 shares purchased on 9/7/2008, 1.7120 shares purchased on 9/28/2008 and 4.3122 shares purchased on 9/30/2008.

5. Shares allocated to the account of Mr. Buchholz under the Rockville Bank Employee Stock Ownership Plan, of which 269.3802 shares are vested as of December 31, 2007.

6. Total beneficial ownership is 15,034.9658 at 12/26/2008.

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/ Christopher E. Buchholz	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).
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