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*
McGurk William J

(Last) (First) (Middle)
ROCKVILLE FINANCIAL INC
1645 ELLINGTON ROAD

(Street)
SOUTH WINDSOR CT 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President/CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2008
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)
Code V Amount (A) or (D) Price
Common Stock 6,719.4022 I(1) By Rockville Bank 401(k) Plan
Common Stock 12/01/2008 P 104 A $10 119,973 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)
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 third quarter 2008 for Mr. McGurk, not previously reported of 21.8447 shares purchased on 7/7/08, 20.9833 shares purchased on 7/17/08, 7.5162 shares purchased on 8/5/08, 2.0052 shares purchased on 8/24/08, 15.3655 shares purchased on 9/7/08, 18.6998 shares purchased on 9/28/08, and 22.6862 shares purchased on 9/30/08.
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 December 1, 2008, total beneficial ownership is 132,120.1934 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/ William J. McGurk 12/03/2008
** 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.