Sec Form 4 Filing - Mason Thomas S @ Rockville Financial, Inc. /CT/ - 2011-03-03

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 Mason Thomas S 2. Issuer Name and Ticker or Trading Symbol Rockville Financial, Inc. /CT/ [ RCKBD] 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 NEW, INC., 1645 ELLINGTON ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/03/2011 (Street) SOUTH WINDSOR, CT06074 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 ( 2 ) 03/03/2011 J 26,502 A $ 0 ( 1 ) 26,502 D Common Stock 03/03/2011 P 1,000 A $ 10 1,000 D Common Stock ( 3 ) 03/03/2011 J 7,583 A $ 0 ( 1 ) 7,583 I Held by wife Common Stock 03/03/2011 P 1,000 A $ 10 1,000 I Held by wife

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 ( 4 ) $ 11.72 03/03/2011 J 9,555 12/13/2008 12/13/2016 Common Stock 9,555 $ 0 9,555 D Stock Options ( 4 ) ( 5 ) $ 7.9 03/03/2011 J 5,308 02/20/2008 02/20/2018 Common Stock 5,308 $ 0 5,308 D Stock Options ( 4 ) ( 6 ) $ 6.09 03/03/2011 J 5,308 03/16/2009 03/16/2019 Common Stock 5,308 $ 0 5,308 D Stock Options ( 4 ) ( 7 ) $ 7.42 03/03/2011 J 5,308 11/15/2010 11/15/2020 Common Stock 5,308 $ 0 5,308 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mason Thomas S ROCKVILLE FINANCIAL NEW, INC. 1645 ELLINGTON ROAD SOUTH WINDSOR, CT06074 X Signatures /s/ Marlliese L. Shaw by POA 03/07/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Plan of Conversion and Reorganization, each share of Rockville Financial, Inc. was exchanged for 1.5167 shares of Rockville Financial New, Inc. ( 2 )Includes 5,000 shares held in the Thomas S. Mason Trust, of which Mr. Mason is the trustee. ( 3 )Shares held in the Susan C. Mason Trust, of which Mrs. Mason is the trustee. ( 4 )Pursuant to the Plan of Conversion and Reorganization, each option to purchase a share of Rockville Financial, Inc. was converted into an option to purchase 1.5167 shares of Rockville Financial New, Inc. common stock, truncated down to the nearest whole share. The exercise price per share for each converted option is determined by dividing the exercise price of such converted option by the 1.5167 exchange ratio, with such quotient rounded to the nearest whole cent. All such options continue to vest according to their original terms. ( 5 )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. ( 6 )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. ( 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 November 15, 2010 and the subsequent vesting on each annual anniversary of that 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).

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