Hudson City Bancorp Inc - Statement of Changes in Beneficial Ownership (4)
July 29 2008 - 11:31AM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
LAIRD THOMAS E
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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
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive Vice President
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(Last)
(First)
(Middle)
WEST 80 CENTURY ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/25/2008
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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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7/25/2008
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M
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8178
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A
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$12.22
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8179
(7)
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D
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Common Stock, par value $0.01 per share
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475946
(7)
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I
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By Trust
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Common Stock, par value $0.01 per share
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171244
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I
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By PIB
(5)
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Common Stock, par value $0.01 per share
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57592
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I
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By ESOP
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Common Stock, par value $0.01 per share
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6412
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D
(1)
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Common Stock, par value $0.01 per share
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910
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I
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As Custodian
(6)
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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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7/25/2008
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M
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8178
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(3)
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2/18/2014
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Common Stock
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8178
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$0
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103705
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D
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Phantom Stock Units
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(4)
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12/31/2007
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A
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1752
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(4)
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(4)
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Common Stock
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1752
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$0
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2162
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D
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Stock Option (Right to Buy)
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$12.76
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(2)
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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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$2.16
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1/13/2001
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1/12/2010
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Common Stock
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49968
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49968
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D
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Explanation of Responses:
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(
1)
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Award to the reporting person of 5,000 shares of common stock 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 3,206 shares vested and became directly owned by the reporting person on each of April 20, 2006, 2007 and 2008. Such award will vest at a rate of 3,206 shares per year on each of April 20, 2009 and 2010.
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(
2)
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Grant to the reporting person of options to buy 150,000 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 July 21, 2006. Such options will vest and become exercisable at a rate of 60% on July 21, 2009 with the remaining 40% vesting on July 21, 2011.
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(
3)
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Grant to the reporting person of options to buy 40,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan which the stockholders approved at the Special Meeting, 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 25,647 options vested and became exercisable on each of January 13, 2006, 2007 and 2008. The remaining options will vest and become exercisable at a rate of 25,647 shares on January 13, 2009 and 25,651 shares on January 13, 2010.
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(
4)
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The reporting person is due, upon retirement, the equivalent dollar value of 2,162 shares on December 31, 2007 through the Hudson City Savings Bank ESOP Restoration Plan.
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(
5)
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Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.
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(
6)
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The shares are held by the reporting person as custodian for the reporting person's children under the New Jersey Uniform Transfers to Minors Act.
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(
7)
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Since the reporting persons last report, 3,206 shares vested and were transferred from directly beneficially owned by the reporting person to the reporting person's Trust.
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Remarks:
On 1/25/08, the reporting person received a grant of Performance Stock Options to purchase 150,000 shares of Common Stock, par value $0.01 per share, at a price of $15.69. These options have a 10-yr. term ending 1/24/18 (or earlier in certain circumstances) and become exercisable on 1/25/11 provided the reporting person remains in continuous service through such date and certain corporate performance measures tied to return on equity and diluted earnings per share have been satisifed. On 1/26/07 the reporting person received a grant of Performance Stock Options to purchase 67,500 shares of Common Stock, par value $0.01 per share, at a price per share of $13.78. These options have a 10-year term ending 1/25/17 (or earlier in certain circumstances) and become exercisable on 1/26/10 provided that the reporting person remains in continuous service through such date and certain corporate performance measures tied to return on equity and diluted earnings per share have been satisfied. On 7/21/06, the reporting person received a grant of Performance Stock Options to purchase 75,000 shares of Common Stock, par value $0.01 per share, at a price per share of $12.76. These options have a 10 year term ending 7/20/16 (or earlier in certain circumstances) and become exercisable on 12/31/08 provided that the reporting person remains in continuous service through such date and certain corporate performance measures tied to operating efficiency and credit quality have been satisfied. Under applicable SEC regulations, all three Performance Stock Option grants are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied.
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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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LAIRD THOMAS E
WEST 80 CENTURY ROAD
PARAMUS, NJ 07652
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Executive Vice President
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Signatures
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Veronica A. Olszewski, Attorney-in-fact
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7/29/2008
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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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