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^*

Rosner Laurie A

(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)
		SVP/Rockville Bank

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2008

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								9,970.8497	I⁽¹⁾	By Rockville Bank 401(k) Plan
Common Stock								5,484	I	Held by husband
Common Stock	09/22/2008		S		100	D	$14.95	15,910	D⁽²⁾⁽³⁾⁽⁴⁾
Common Stock	09/22/2008		S		900	D	$15.27	15,910	D
Common Stock	09/23/2008		S		6,000	D	$14.96	15,910	D
Common Stock								3,673.8809	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	6,500		6,500	D
Stock Options	$11.98							02/20/2008⁽⁸⁾	02/20/2018	Common Stock	6,500		6,500	D

Explanation of Responses:

1. Includes non-reportable shares acquired in the Rockville Bank 401(k) Plan during the first and second quarter 2008 for Ms. Rosner, not previously reported of 397.5391 shares purchased on 2/10/2008, 2.4405 shares purchased on 2/21/2008, .4057 shares purchased on 3/2/2008, 1.0768 shares purchased on 3/6/2008, .0780 shares purchased on 3/17/2008, .0162 shares purchased on 3/30/2008, 21.8600 shares purchased on 4/17/2008, 25.5800 shares purchased on 5/7/2008, 26.8650 shares on 5/13/2008, 28.0569 shares purchasd on 5/26/2008, 4.4460 shares purchased on 5/27/2008, 38.5910 shares purchased on 6/5/2008, 26.3304 shares purchased on 6/11/2008, and 28.7832 shares purchased on 6/23/2008.

2. Includes 5,120 shares held jointly with husband.

3. Includes 4,638 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. Of the original 6,000 shares granted 20% vested on December 22, 2006, 20% vested on December 13, 2007, and 20% will vest on each December 13 of years 2008 - 2010. The reported number of shares is net of 934 shares withheld by the Issuer for tax withholding purposes.

4. Includes 3,699 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 301 shares withheld by the Issuer for tax withholding purposes.

5. After the transactions dated September 22, 2008 and September 23, 2008 total beneficial ownership is 35,038.7306 shares.

6. Shares allocated to the account of Ms. Rosner under the Rockville Bank Employee Stock Ownership Plan, of which 3,673.8809 shares are vested.

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/ Laurie A. Rosner	09/24/2008
	** 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.
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