Sec Form 4 Filing - McGurk William J @ Rockville Financial, Inc. /CT/ - 2013-05-16

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
McGurk William 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)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ROCKVILLE FINANCIAL INC, 45 GLASTONBURY BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
05/16/2013
(Street)
GLASTONBURY, CT06033
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 33,186.5392 I ( 1 ) By Rockville Bank 401(k) Plan
Common Stock 210,222 D ( 2 ) ( 3 ) ( 4 ) ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 04/26/2016( 6 ) Common Stock 45,501 45,501 D
Stock Options $ 9.46 08/14/2007( 7 ) 04/26/2016( 6 ) Common Stock 45,501 45,501 D
Stock Options $ 7.9 02/20/2008( 8 ) 04/26/2016( 6 ) Common Stock 45,501 45,501 D
Stock Options $ 6.09 03/16/2009( 9 ) 04/26/2016( 6 ) Common Stock 47,169 47,169 D
Stock Options $ 7.42 11/15/2010( 10 ) 04/26/2016( 6 ) Common Stock 53,691 53,691 D
Stock Options $ 10.99 06/21/2012( 11 ) 06/21/2018( 12 ) Common Stock 2,017 2,017 D
Stock Options $ 10.99 06/21/2012( 13 ) 06/21/2016( 14 ) Common Stock 5,682 5,682 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McGurk William J
ROCKVILLE FINANCIAL INC
45 GLASTONBURY BOULEVARD
GLASTONBURY, CT06033
X
Signatures
/s/ Marliese L. Shaw by POA 05/20/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. McGurk's ESOP Plan balance of 18,123 shares was transfered to his 401(k) Plan in 2012.
( 2 )Includes 15,000 shares held jointly with wife.
( 3 )Includes 50,961 restricted shares granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 42,000 shares (x 1.5167 exchange ratio became 63,701 shares) vest in equal 20% increments over a five year period, the first 20% on February 20, 2008 and the subsequent vesting on each annual anniversary of that date. The reported number is net of 8,400 shares (x 1.5167 exchange ratio became 12,740 shares) withheld by the Issuer for tax withholding purposes.
( 4 )Includes 10,265 shares of restricted stock granted pursuant to the Rockville Financial, Inc.'s 2012 Stock Incentive Plan and shall vest on the first annual anniversary (6/21/2013) of the grant date
( 5 )Includes 4,216 restricted stock granted pursuant to the Rockville Financial, Inc. 2006 Stock Incentive Award Plan. The original grant of 3,475 shares (x 1.5167 exchange ratio became 5,270 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 695 shares (x 1.5167 exchange ratio becomes 1,054 shares) withheld by the Issuer for tax withholding purposes.
( 6 )The expiration date has been amended to no later than five years from Mr. McGurk's retirement date of April 26, 2011 in accordance with the 2006 Stock Incentive Award Plan.
( 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.
( 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.'s 2006 Stock Incentive Award Plan and were to become exercisable in five equal annual installments of 20%,with the first installment to vest on the grant date of June 21, 2012 and an additional 20% to vest on each annual anniversary of the grant date thereafter. However, vesting of these options accelerated uponretirement from the Board effective 5/16/2013 in accordance with the 2006 Stock Incentive Award Plan
( 12 )The expiration date has been amended to no later than five years from Mr. McGurk's retirement date of May 16, 2013 in accordance with the 2006 Stock Incentive Award Plan.
( 13 )Stock options granted pursuant to the Rockville Financial, Inc's 2012 Stock Incentive Plan and shall vest on 6/21/2013, the first annual anniversary of the grant date
( 14 )The expiration date has been amended to no later than three years from Mr. McGurk's retirement date of May 16, 2013 in accordance with the 2012 Stock Incentive Plan.

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