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*
White Darlene S

(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
Officer (give title below) X Other (specify below)
SVP/Rockville Bank
3. Date of Earliest Transaction (Month/Day/Year)
03/06/2009
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 903.4926 I By Rockville Bank 401(k) Plan
Common Stock 03/06/2009 F 301 D $9.13 5,763 D(1)(2)(3)
Common Stock 2,117.2067 I(4)(5) 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 5,500 5,500 D
Common Stock $14.35 08/14/2007(6) 08/14/2017 Common Stock 6,500 6,500 D
Common Stock $11.98 02/20/2008(7) 02/20/2018 Common Stock 6,500 6,500 D
Explanation of Responses:
1. Includes 2,365 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. Of the original 3,000 shares 20% vested on December 22, 2006, December 13, 2007, and December 13, 2008, and 20% will vest on each December 13 of years 2009 and 2010. The reported number of shares is net of 635 shares withheld by the Issuer for tax withholding purposes.
2. Includes 3,398 restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 4,000 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 602 shares withheld by the Issuer for tax withholding purposes.
3. 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.
4. Shares allocated to the account of Ms. White under the Rockville Bank Employee Stock Ownership Plan, of which 846.8827 shares are vested as of December 31, 2008.
5. Total beneficial ownership is 8,783.6993 shares at March 6, 2009.
6. 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.
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 February 20, 2008 and the subsequent vesting on each annual anniversary of that date.
Remarks:
/s/ Darlene S. White 03/06/2009
** 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.