SEC Form 5

FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* Rosner Laurie A (Last) (First) (Middle) ROCKVILLE FINANCIAL INC 45 GLASTONBURY BOULEVARD (Street) GLASTONBURY CT 06033 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Rockville Financial, Inc. /CT/ [ 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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2012
	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock							28,141	D(1)(2)(3)(4)(5)(6)(7)
Common Stock							29,682.6998	I(8)	By Rockville Bank 401(k) Plan
Common Stock							9,814	I	Held by husband
Common Stock	12/31/2012		A	1,398.3036	A	$0.00	15,031.224	I(9)(10)	By Rockville Bank ESOP Plan
Common Stock							3,505	I	By IRA - Husband
Common Stock							160	I	IRA

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$11.72						12/13/2008	12/13/2016	Common Stock	9,858		9,858	D
Stock Options	$9.46						08/14/2007(11)	08/14/2017	Common Stock	9,858		9,858	D
Stock Options	$7.9						02/20/2008(12)	02/20/2018	Common Stock	9,858		9,858	D
Stock Options	$6.09						03/16/2009(13)	03/16/2019	Common Stock	8,493		8,493	D
Stock Options	$7.42						11/15/2010(14)	11/15/2020	Common Stock	5,187		5,187	D
Stock Options	$9.5						09/02/2011(15)	09/02/2021	Common Stock	6,817		6,817	D
Stock Options	$10.99						06/21/2012(16)	06/21/2022	Common Stock	3,741		3,741	D
Stock Options	$10.99						06/21/2012(17)	06/21/2022	Common Stock	10,539		10,539	D

Explanation of Responses:

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

2. Includes 1,595 restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 1,500 shares (x 1.5167 exchange ratio became 2,275 shares) will become vested in equal 20% increments over a five year period, with the first 20% vesting on March 16, 2009 and the subsequent vesting on each annual anniversary of that date. The reported number of shares is net of 680 shares (226 shares x 1.5167 exchange ratio became 342 shares in March 2011, plus 338 shares since that time) withheld by the Issuer for tax withholding purposes.

3. Includes 1,838 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 1,500 shares (x 1.5167 exchange ratio became 2,275 shares vest 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 of shares is net of 437 shares (77 shares x 1.5167 exchange ratio became 116 shares in March 2011, plus 321 shares since that time) withheld by the Issuer for tax withholding purposes.

4. Includes 1,140 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 1,344 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 204 shares withheld by the Issuer for tax withholding purposes.

5. Includes 3,601 restricted shares granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 3,933 shares vest in four equal annual installments of 25%, 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 332 shares withheld by the Issuer for tax withholding purposes.

6. Includes 3,807 restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 4,000 shares (x 1.5167 exchange ratio became 6,066 shares) will become vested in equal 20% increments over a five year period, with the first 20% vesting on February 20, 2008 and the subsequent vesting on each annual anniversary of that date. The reported number of shares is net of 2,259 shares (1,188 shares x 1.5167 exchange ratio became 1,801 shares in March 2011, plus 458 shares since that time) withheld by the Issuer for tax withholding purposes.

7. Includes 5,972 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 6,000 shares (x 1.5167 exchange ratio became 9,106 shares) and became vested in equal 20% increments over a five year period, with the first 20% vesting on December 13, 2006 and the subsequent vesting on each annual anniversary of that date. The reported number of shares is net of 3,134 shares (2,065 shares x 1.5167 exchange ratio became 3,134 shares in March 2011) withheld by the Issuer for tax withholding purposes.

8. Additional non-reportable shares acquired in the Rockville Bank 401(k) Plan during 2012 for Ms. Rosner, not previously reported are comprised of 3,151.3813 shares purchased in 2012.

9. Shares allocated to the account of Ms. Rosner under the Rockville Bank Employee Stock Ownership Plan, of which all shares are vested as of December 31, 2012

10. Total beneficial ownership is 86,333.9238 at 12/31/2012.

11. 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.

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 February 20, 2008 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 March 16, 2009 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 November 15, 2010 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 September 2, 2011 and the subsequent vesting on each annual anniversary of that date.

16. 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 20% becoming exercisable on June 21, 2012 and the subsequent vesting on each annual anniversary of the grant date thereafter.

17. 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 25% becoming exercisable on June 21, 2012 and the subsequent vesting on each annual anniversary of the grant date thereafter.

Remarks:

	/s/ Marliese L. Shaw by POA	02/01/2013
	** 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).
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