HDSN Hudson Technologies Inc

This Amendment No. 5 amends and supplements the Schedule 13D, as previously amended by Amendment Nos. 1, 2, 3 and 4 (the “Schedule 13D”), of Stephen P. Mandracchia (the “Reporting Person”) with respect to his beneficial ownership of the common stock, par value $.01 per share ("Common Stock"), of Hudson Technologies, Inc., a New York corporation (the "Company"), whose principal executive offices are located at PO Box 1541, One Blue Hill Plaza, 14 ^th Floor, Pearl River, New York 10965. Except as amended hereby, there has been no change in the information contained in the Schedule 13D.

Item 2 of the Statement is hereby amended and supplemented as follows:

The source and amount of all funds used for the purchases of the shares reported in Item 5(c) below were the Reporting Person’s personal funds.

The purpose of the dispositions of the shares of Common Stock reported in Item 5(c) below were to allow the Reporting Person to diversify his investments and to establish a fund for payment of college tuition for his children, and to make gifts to certain family members. The shares acquired as reported in Item 5(c) below were acquired by the Reporting Person for investment purposes.

(a) According to the Company there were issued and outstanding 34,057,964 shares of Common Stock as of November 17, 2016. The Reporting Person beneficially owns 1,628,961 shares of the Company’s Common Stock, comprising 4.7% of the 34,057,964 shares of the Company’s Common Stock issued and outstanding as of November 15, 2016, such ownership consisting of (i) 1,190,961 shares of Common Stock, of which 443,000 shares are held of record by the Reporting Person and 747,961 shares are held of record in the name of the Reporting Person’s spouse, and (ii) 438,000 shares that are issuable upon exercise of options held by the Reporting Person within sixty (60) days.

(b)       The Reporting Person may be deemed to have (i) sole power to vote or direct the vote of 1,628,961 shares, consisting of 443,000 shares held of record by the reporting person, 747,961 shares held of record in the name of the Reporting Person’s spouse, and 438,000 shares that are issuable upon the exercise of options held by the Reporting Person within sixty (60) days; (ii) sole dispositive power over 881,000 shares consisting of the 443,000 shares owned of record by the reporting person and the 438,000 shares that are issuable upon the exercise of options held by the Reporting Person within sixty (60) days, and (iii) shared power to dispose of the 747,961 shares held of record in the name of the Reporting Person’s spouse.

(c) Between June 19, 2013 and December 30, 2013, the Reporting Person and his spouse collectively made charitable donations of 50,000 shares of the Company’s Common Stock. On October 1, 2014, the Reporting Person was issued options by the Company to purchase 76,855 shares of the Company’s Common Stock at an exercise price $3.23 per share, and was issued options by the Company to purchase 28,145 shares of the Company’s Common Stock at an exercise price of $3.55 per share. On December 19, 2014, the Reporting Person exercised stock options to purchase 37,500 shares of the Company’s Common Stock at exercise prices ranging from $0.87 to $1.02 per share as more fully set forth on attached Schedule A. Between December 29, 2014 and March 12, 2015, the Reporting Person and his spouse collectively gifted 58,750 shares of the Company’s Common Stock to certain family members and made a charitable donation of 5,000 shares of the Company’s Common Stock. Between March 10, 2015 and May 16, 2015, the Reporting Person and his spouse collectively sold a total of 142,284 shares of the Company’s Common Stock in the open market, as more fully set forth on the attached Schedule A. On June 11, 2015, the Reporting Person exercised stock options to purchase 91,900 shares of the Company’s Common Stock at exercise prices ranging from $0.83 to $2.15 per share as more fully set forth on attached Schedule A. Between July 9, 2015 and June 24, 2016, the Reporting Person and his spouse collectively gifted 21,000 shares of the Company’s Common Stock to certain family members and made charitable donations of 25,000 shares of the Company’s Common Stock. On July 18, 2016, the Reporting Person was issued options by the Company to purchase 121,510 shares of the Company’s Common Stock at an exercise price $3.51 per share, and was issued options by the Company to purchase 28,490 shares of the Company’s Common Stock at an exercise price of $3.86 per share. Between August 9, 2016 and August 10, 2016, the Reporting Person and his spouse collectively sold a total of 300,000 shares of the Company’s Common Stock in the open market, as more fully set forth on the attached Schedule A. Between September 23, 2016 and September 26, 2016, the Reporting Person and his spouse collectively gifted 15,700 shares of the Company’s Common Stock to certain family members. There have been no other transactions in the class of securities reported or that were effected during the past sixty days by the Reporting Person.

(d) Except for the Reporting Person’s spouse, no person other than the Reporting Person has the right to receive dividends on, and any proceeds from the disposition of, any Shares reported as owned by him in Item 5 above.

(e) On August 10, 2016, the reporting person ceased to be the owner of more than five percent (5%) of the Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SCHEDULE A to SCHEDULE 13D, AMENDMENT No. 4

*Weighted average price