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. [ RCKB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/16/2008 | ||||||||||||||||||||||||||
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 | 6,460.6063 | I(1) | By Rockville Bank 401(k) Plan | |||||||
Common Stock | 05/16/2008 | P | 300 | A | $13.61 | 119,669 | D(2)(3)(4) | |||
Common Stock | 5,427.7912 | 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) | |||||||||||||||
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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 | $17.77 | 12/13/2008 | 12/13/2016 | Common Stock | 30,000 | 30,000 | D | ||||||||
Stock Options | $14.35 | 08/14/2007(7) | 08/14/2017 | Common Stock | 30,000 | 30,000 | D | ||||||||
Stock Options | $11.98 | 02/20/2008(8) | 02/20/2018 | Common Stock | 30,000 | 30,000 | D |
Explanation of Responses: |
1. Includes non-reportable shares acquired in the Rockville Bank 401(k) Plan during the first quarter 2008 for Mr. McGurk, not previously reported of .0042 shares purchased on 1/10/08, 16.8991 shares purchased on 1/23/08, 169.3202 shares purchased on 2/10/08, 23.2976 shares purchased on 2/21/08, 21.8503 shares purchased on 3/2/08, 58.0465 shares purchased on 3/6/08, 20.6964 shares purchased on 3/17/08 and 20.4872 shares purchased on 3/30/08. |
2. Includes 15,000 shares held jointly with wife. |
3. Includes 42,000 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan vested 20% on December 22, 2006 and December 13, 2007, and will vest 20% on each December 13 of years 2008 - 2010. |
4. Includes 33,600 restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 42,000 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 8,400 shares withheld by the Issuer for tax withholding purposes. |
5. After the transaction dated May 16, 2008, total beneficial ownership is 131,557.3975 shares. |
6. Shares allocated to the account of Mr. McGurk under the Rockville Bank Employee Stock Ownership Plan, of which 5,427.7912 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/ Marliese L. Shaw by POA | 05/20/2008 | |
** 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. | ||
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. |