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*
Bechtle Scott C

(Last) (First) (Middle)
ROCKVILLE FINANCIAL INC
45 GLASTONBURY BOULEVARD

(Street)
GLASTONBURY CT 06033

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
United Financial Bancorp, Inc. [ UBNK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
06/20/2014
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 3,051.0193 I(1) By Rockville Bank ESOP Plan
Common Stock 06/20/2014 A 1,820 A $0.00 33,247 D(2)(3)(4)(5)(6)
Common Stock 06/20/2014 A 3,641 A $0.00 36,888 D(2)(3)(4)(5)(7)
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 $9.41 06/01/2011 06/01/2021 Common Stock 12,096 12,096 D(8)
Stock Options $10.99 06/21/2012 06/21/2022 Common Stock 22,552 22,552 D(9)
Stock Options $10.99 06/21/2012 06/21/2022 Common Stock 63,536 63,536 D(10)
Stock Options $13.25 06/21/2013 06/21/2023 Common Stock 4,945 4,945 D(9)
Stock Options $13.25 06/21/2013 06/21/2023 Common Stock 14,835 14,835 D(10)
Stock Options $13.73 06/20/2014 A 3,188 06/20/2015 06/20/2024 Common Stock 3,188 $0.00 3,188 D(9)
Stock Options $13.73 06/20/2014 A 9,566 06/20/2015 06/20/2024 Common Stock 9,566 $0.00 9,566 D(10)
Explanation of Responses:
1. Shares allocated to the account of Mr. Bechtle under the Rockville Bank Employee Stock Ownership Plan, of which all shares are vested as of December 31, 2013
2. Includes 17,783 shares of restricted stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan and will vest 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. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, all shares became 100% vested.
3. Includes 5,928 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. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, all shares became 100% vested at target.
4. Inlcudes 1,358 Shares of Restricted Stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan and vest 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. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, all shares became 100% vested.
5. Includes 1,358 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. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, all shares became 100% vested.
6. Transaction represents 1,820 restricted shares granted pursuant to the Rockville Financial, Inc. 2012 Stock Incentive Plan. The original grant of 1,820 shares vest in equal 33% increments over a three year period, the first 33% vesting on June 20, 2015 and the subsequent vesting on each anniversary of the grant date of the following years.
7. Transaction represents 3,641 restricted stock shares granted pursuant to the Rockville Financial, Inc. 2012 Stock Incentive Plan and cliff vest on the third anniversary of the grant date, if, and only if, United Financial Bancorp, Inc. meets certain performance goals.
8. Stock options granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan and are exercisable in equal 20% increments over a five year period, the first 20% becoming exercisable on June 1, 2011 and the subsequent vesting on each annual anniversary of that date.
9. 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 at the one year anniversary of the grant date, and an additional 20% to vest on each annual anniversary of the grant date thereafter.
10. 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 at the one year anniversary of 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 06/24/2014
** 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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