Hudson City Bancorp Inc - Statement of Changes in Beneficial Ownership (4)
December 17 2007 - 12:53PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
TASSILLO JOHN M
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2. Issuer Name
and
Ticker or Trading Symbol
HUDSON CITY BANCORP INC
[
HCBK
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
See Remark
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(Last)
(First)
(Middle)
WEST 80 CENTURY ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/17/2007
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(Street)
PARAMUS, NJ 07652
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01 per share
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247234
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I
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By GRAT
(4)
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Common Stock, par value $0.01 per share
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82201
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D
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Common Stock, par value $0.01 per share
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19236
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D
(1)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$12.22
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(2)
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2/18/2014
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Common Stock
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240449
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240449
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D
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Stock Option (Right to Buy)
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$12.76
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7/21/2007
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7/20/2016
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Common Stock
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150000
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150000
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D
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Stock Option (Right to Buy)
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$13.78
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(3)
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1/25/2017
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Common Stock
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135000
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135000
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D
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Stock Option (Right to Buy)
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$4.20
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1/13/2003
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1/9/2012
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Common Stock
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8304
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8304
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D
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Explanation of Responses:
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(
1)
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Award to reporting person of 10,000 shares of common stock was made pursuant to the Hudson City Bancorp, Inc. 2000 Recognition and Retention Plan ("RRP"), which the stockholders approved at a Special Meeting of Stockholders of Hudson City Bancorp, Inc. held on January 13, 2000 ("Special Meeting), effective February 19, 2004. The shares awarded were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 6,412 shares vested and became directly owned by the reporting person on each of April 20, 2006 and 2007. Such award will vest at a rate of 6,412 shares per year on each of April 20, 2008, 2009 and 2010.
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(
2)
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Grant to reporting person of options to buy 75,000 shares of common stock was made pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan, which was approved by stockholders at the Special Meeting, was made by the Board of Directors, effective February 19, 2004. The options awarded and the exercise price of those options were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 48,090 options vested and became exercisable on each of January 13, 2006 and 2007. The remaining options will vest at a rate of 48,090 shares per year on each of January 13, 2008, 2009 and 2010.
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(
3)
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Grant to the reporting person of options to buy 135,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan, which the stockholders approved at the Annual Meeting of Stockholders of Hudson City Bancorp, Inc. held on June 8, 2006, was effective January 26, 2007. Such options will fully vest and become exercisable on January 27, 2008.
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(
4)
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The shares reported are held in a grantor retained annuity trust for the benefit of the reporting person's children. The reporting person is the grantor, and the reporting person and his son serve as trustrees.
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Remarks:
Mr. Tassillo ceased to be an executive officer of Hudson City Bancorp, Inc. effective June 8, 2007 and is no longer a reporting person under Section 16 of the Securities Exchange Act of 1934, as amended. Exhibit List - Exhibit 24 (Power of Attorney)
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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TASSILLO JOHN M
WEST 80 CENTURY ROAD
PARAMUS, NJ 07652
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See Remark
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Signatures
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Veronica A. Olszewski, Attorney-in-Fact
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12/17/2007
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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