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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Rockville Financial, Inc. /CT/ [ RCKB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/05/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 6,904.7614 | I | By Rockville Bank 401(k) Plan | |||||||
Common Stock | 16,863.6612 | I(1) | By Rockville Bank ESOP Plan | |||||||
Common Stock | 07/05/2013 | F | 835 | D | $13.25 | 32,229 | D(2) | |||
Common Stock | 07/05/2013 | F | 110 | D | $13.25 | 32,119 | D(3)(4)(5)(6)(7)(8)(9)(10)(11) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | $11.72 | 12/13/2008 | 12/13/2016 | Common Stock | 3,033 | 3,033 | D | ||||||||
Stock Options | $9.46 | 08/14/2007(12) | 08/14/2017 | Common Stock | 9,858 | 9,858 | D | ||||||||
Stock Options | $7.9 | 02/20/2008(13) | 02/20/2018 | Common Stock | 9,858 | 9,858 | D | ||||||||
Stock Options | $6.09 | 03/16/2009(14) | 03/16/2019 | Common Stock | 9,251 | 9,251 | D | ||||||||
Stock Options | $7.42 | 11/15/2010(15) | 11/15/2020 | Common Stock | 9,373 | 9,373 | D | ||||||||
Stock Options | $9.5 | 09/02/2011(16) | 09/02/2021 | Common Stock | 9,385 | 9,385 | D | ||||||||
Stock Options | $10.99 | 06/21/2012(17) | 06/21/2022 | Common Stock | 12,358 | 12,358 | D | ||||||||
Stock Options | $10.99 | 06/21/2012(18) | 06/21/2022 | Common Stock | 34,817 | 34,817 | D | ||||||||
Stock Options | $13.25 | 06/21/2013(17) | 06/21/2023 | Common Stock | 4,532 | 4,532 | D | ||||||||
Stock Options | $13.25 | 06/21/2013(18) | 06/21/2023 | Common Stock | 13,598 | 13,598 | D |
Explanation of Responses: |
1. Shares allocated to the account of Mr. Trachimowicz under the Rockville Bank Employee Stock Ownership Plan, of which all shares are vested |
2. Transaction representing shares withheld by the Issuer for tax withholding purposes with respect to the vesting of Restricted Stock previously issued to the Reporting Person by the Issuer June 21, 2012 under its 2012 Stock Incentive Award Plan. |
3. Transaction representing shares withheld by the Issuer for tax withholding purposes with respect to the vesting of Restricted Stock previously issued to the Reporting Person by the Issuer June 21, 2013 under its 2012 Stock Incentive Award Plan. |
4. Includes 3,248 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. meets certain performance goals. |
5. Includes 3,808 restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 5,000 shares (x 1.5167 exchange ratio became 7,583 shares) will become vested in equal 20% increments over a five year period, the first 20% becoming vested on February 20, 2008 and the subsequent vesting on each annual anniversary of that date. The reported number is net of 2,769 shares (1,490 shares x 1.5167 exchange ratio became 2,259 shares in March 2011, plus 510 shares since that time) withheld by the Issuer for tax withholding purposes, as well as 1,006 shares sold on the open market. |
6. Includes 2,220 restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 2,250 shares (x 1.5167 exchange ratio became 3,412 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 is net of 1,192 shares (338 shares x 1.5167 exchange ratio became 512 shares in March 2011, plus 680 shares since that time) withheld by the Issuer for tax withholding purposes, as well as 467 shares sold on the open market. |
7. Includes 2,322 restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 2,250 shares (x 1.5167 exchange ratio became 3,412 shares) will become vested 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 is net of 699 shares (116 shares x 1.5167 exchange ratio became 175 shares in March 2011, plus 524 shares since that time) withheld by the Issuer for tax withholding purposes, as well as 391 shares sold on the open market. |
8. Includes 1,353 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 1,851 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 287 shares withheld by the Issuer for tax withholding purposes, as well as 211 shares sold on the open market. |
9. Includes 6,474 restricted shares granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 9,745 shares will become vested in four equal annual installments of 25%, with the first 25% vesting on June 21, 2012 and the subsequent vesting on each annual anniversary of the grant date thereafter. The reported number of shares is net of 1,650 shares withheld by the Issuer for tax withholding purposes, as well as 1,621 shares sold on the open market. |
10. Includes 1,135 Shares of Restricted Stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 1,245 shares vest in four equal annual installments of 25%, with the first installment to vest on June 21, 2013 and an additional 25% to vest on each annual anniversary of the grant date thereafter. The reported number of shares is net of 110 shares withheld by the Issuer for tax withholding purposes. |
11. Includes 1,245 shares of Restricted Stock 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. |
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 August 14, 2007 and the subsequent vesting on each annual anniversary of that date. |
13. 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. |
14. 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. |
15. 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. |
16. 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. |
17. 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. |
18. 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 | 07/09/2013 | |
** 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. |