XNAS:RCKB Insider Activity 4 Filing - 6/21/2012

Effective Date 6/21/2012

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Trachimowicz Richard J
  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
(Last)
(First)
(Middle)
ROCKVILLE FINANCIAL NEW, INC., 1645 ELLINGTON ROAD
3. Date of Earliest Transaction (Month/Day/Year)
06/21/2012
(Street)

SOUTH WINDSOR, CT 06074
4. If Amendment, Date 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
(City)
(State)
(Zip)
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(1) 06/21/2012   A   9,745 A $ 0 44,099 D(6)(2)(3)(4)(5)(7)(8)  
Common Stock(9) 06/21/2012   A   3,248 A $ 0 47,347 D  
Common Stock               5,984.9093 I By Rockville Bank 401(k) Plan
Common Stock               14,571.5319 I(10) By Rockville Bank ESOP Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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 $11.72             12/13/2008 12/13/2016 Common Stock 3,033   3,033 D  
Stock Options(11) $9.46             08/14/2007 08/14/2017 Common Stock 9,858   9,858 D  
Stock Options(12) $7.9             02/20/2008 02/20/2018 Common Stock 9,858   9,858 D  
Stock Options(13) $6.09             03/16/2009 03/16/2019 Common Stock 9,251   9,251 D  
Stock Options(14) $7.42             11/15/2010 11/15/2020 Common Stock 9,373   9,373 D  
Common Stock(15) $9.5             09/02/2011 09/02/2021 Common Stock 9,385   9,385 D  
Common Stock(16) $10.99 06/21/2012   A   12,358   06/21/2012 06/21/2022 Common Stock 12,358 $ 0 12,358 D  
Common Stock(17) $10.99 06/21/2012   A   34,817   06/21/2012 06/21/2022 Common Stock 34,817 $ 0 34,817 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Trachimowicz Richard J
ROCKVILLE FINANCIAL NEW, INC.
1645 ELLINGTON ROAD
SOUTH WINDSOR, CT 06074
      EVP  

Signatures

 /s/ Marliese L. Shaw by POA   06/22/2012
** Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 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.
(2) Includes 3,100 shares held jointly with wife.
(3) Includes 5,323 restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 5,000 shares (x 1.5167 exchange ratio became 7,583 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 1,490 shares (x 1.5167 exchange ratio became 2,260 shares) withheld by the Issuer for tax withholding purposes.
(4) Includes 2,684 restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 2,250 shares (x 1.5167 exchange ratio became 3,412 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 338 shares (x 1.5167 exchange ratio became 728 shares) withheld by the Issuer for tax withholding purposes.
(5) Includes 3,236 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 2,250 shares (x 1.5167 exchange ratio became 3,412 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 116 shares (x 1.5167 exchange ratio became 176 shares) withheld by the Issuer for tax withholding purposes.
(6) Includes 1,851 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 1,851 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 450 shares withheld by the Issuer for tax withholding purposes.
(7) The reported number of shares is net of 510 shares withheld by the Issuer for tax withholding purposes.
(8) The reported number of shares is net of 233 shares withheld by the Issuer for tax withholding purposes.
(9) 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.
(10) Shares allocated to the account of Mr. Trachimowicz under the Rockville Bank Employee Stock Ownership Plan, of which all shares are vested.
(11) 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 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 are 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 are 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 are 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 installment to vest on the grant date and an additional 20% to vest 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 installment to vest on the grant date and an additional 25% to vest on each annual anniversary of the grant date thereafter.

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XNAS:RCKB Insider Activity 4 Filling

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XNAS:RCKB Insider Activity 4 Filing - 6/21/2012
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