Sec Form 5 Filing - Bechtle Scott C @ United Financial Bancorp, Inc. - 2014-12-31

FORM 5 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 Bechtle Scott C 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 (Last) (First) (Middle) UNITED FINANCIAL BANCORP, INC., 45 GLASTONBURY BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2014 (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 12/31/2014 A V 93.1273 A $ 0 3,144.1466 I ( 1 ) ( 2 ) By Rockville Bank 401(k) Plan Common Stock 36,888 D ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 )

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 $ 9.41 06/01/2011 06/01/2021 Common Stock 12,096 12,096 D ( 9 ) Stock Options $ 10.99 06/21/2012 06/21/2022 Common Stock 22,552 22,552 D ( 10 ) Stock Options $ 10.99 06/21/2012 06/21/2022 Common Stock 63,536 63,536 D ( 11 ) Stock Options $ 13.25 06/21/2013 06/21/2023 Common Stock 4,945 4,945 D ( 10 ) Stock Options $ 13.25 06/21/2013 06/21/2023 Common Stock 14,835 14,835 D ( 11 ) Stock Options $ 13.73 06/20/2015 06/20/2024 Common Stock 3,188 3,188 D ( 12 ) Stock Options $ 13.73 06/20/2015 06/20/2024 Common Stock 9,566 9,566 D ( 12 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bechtle Scott C UNITED FINANCIAL BANCORP, INC. 45 GLASTONBURY BOULEVARD GLASTONBURY, CT06033 Executive Vice President Signatures /s/ Marliese L. Shaw by POA 02/12/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 93.1273 non-reportable shares acquired in the Rockville Bank 401(k) Plan during 2014 for Mr. Bechtle ( 2 )Shares allocated to the account of Mr. Bechtle under the Rockville Bank 401(k) Plan, of which all shares are vested as of December 31, 2014. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )Includes 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. Pursuant to Mr. Bechtle's employment agreement all shares became 100% vested upon his retirement effective upon his retirement 12/30/2014 ( 8 )Includes 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. Pursuant to Mr. Bechtle's employment agreement all shares became 100% at vested at target upon his retirement effective upon his retirement 12/30/2014 ( 9 )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. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, all options became 100% vested. ( 10 )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. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, all options became 100% vested. ( 11 )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. Pursuant to the Agreement and Plan of Merger, dated November 14, 2013, at legal close on April 30, 2014, all options became 100% vested. ( 12 )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. Pursuant to Mr. Bechtle's employment agreement all options became 100% at vested upon his retirement effective upon his retirement 12/30/2014

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