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*
Lund John T

(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
X Officer (give title below) Other (specify below)
EVP/CFO/Treasurer
3. Date of Earliest Transaction (Month/Day/Year)
09/14/2012
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 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 09/14/2012 F 212 D $11.99 25,570 D(1)(2)(3)(4)(5)(6)(7)
Common Stock 2,158.0445 I By Rockville Bank 401(k) Plan
Common Stock 5,901.7949 I(8) 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 $6.09 03/16/2009(9) 03/16/2019 Common Stock 9,479 9,479 D
Stock Options $7.42 11/15/2010(10) 11/15/2020 Common Stock 6,976 6,976 D
Stock Options $9.5 09/02/2011(11) 09/02/2021 Common Stock 15,689 15,689 D
Stock Options $10.99 06/21/2012(12) 06/21/2022 Common Stock 19,292 19,292 D
Stock Options $10.99 06/21/2012(13) 06/21/2022 Common Stock 54,352 54,352 D
Explanation of Responses:
1. Includes 1,641 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, 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 634 shares (226 x 1.5167 exchange ratio became 342 shares in March 2011, plus 292 shares since that time) withheld by the Issuer for tax withholding purposes.
2. Includes 1,968 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 307 shares (77 x 1.5167 exchange ratio became 116 shares in March 2011, plus 191 shares since that time) withheld by the Issuer for tax withholding purposes.
3. Includes 200 shares held jointly with wife.
4. Includes 2,645 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 3,094 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 449 shares withheld by the Issuer for tax withholding purposes.
5. Includes 13,944 restricted shares granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan. The original grant of 15,212 shares vest 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 1,268 shares withheld by the Issuer for tax withholding purposes.
6. Includes 5,071 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.
7. 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.
8. Shares allocated to the account of Mr. Lund under the Rockville Bank Employee Stock Ownership Plan, of which 2,360.7180 shares are vested.
9. 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.
10. 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.
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 September 2, 2011 and the subsequent vesting on each annual anniversary of that date.
12. 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%, the first 20% becoming exercisable on June 21, 2012 and the subsequent vesting on each annual anniversary of the grant date thereafter.
13. 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%, 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 09/18/2012
** 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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