- Statement of Changes in Beneficial Ownership (4)
January 26 2010 - 4:16PM
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
*
HERMANCE RONALD E JR
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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)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman, President & CEO
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(Last)
(First)
(Middle)
WEST 80 CENTURY ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/22/2010
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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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1799128
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D
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Common Stock, par value $0.01 per share
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1198689
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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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359150
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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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259236
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D
(1)
(2)
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Common Stock, par value $0.01 per share
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66616
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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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28854
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I
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By Spouse
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Common Stock, par value $0.01 per share
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19118
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I
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By Spouse as Custodian
(3)
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Common Stock, par value $0.01 per share
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3013
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I
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By IRA
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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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Phantom Stock Units
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$0
(7)
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1/22/2010
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A
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11432
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(7)
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(7)
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Common Stock
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11432
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$13.12
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114989
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D
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Stock Option (Right to Buy)
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$12.76
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1/20/2009
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7/20/2016
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Common Stock
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1250000
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1250000
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D
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Stock Option (Right to Buy)
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$13.78
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1/26/2010
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1/25/2017
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Common Stock
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1125000
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1125000
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D
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Stock Option (Right to Buy)
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$12.76
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7/21/2009
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7/20/2016
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Common Stock
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1000000
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1000000
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D
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Stock Option (Right to Buy)
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$12.22
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1/13/2006
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2/18/2014
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Common Stock
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566651
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566651
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D
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Phantom Stock Units
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$0
(6)
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(6)
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(6)
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Common Stock
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186902
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186902
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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 30,000 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"), was effective February 19, 2004. The shares awarded were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 19,236 shares vested and became directly owned by the reporting person on each of April 20, 2006, 2007, 2008, and 2009. The remaining 19,236 shares will vest and become directly owned by the reporting person on April 20, 2010.
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(
2)
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On January 23, 2009 the reporting person received an award of Performance Retention Restricted Stock of 360,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan (the "Plan"), which the stockholders approved at the Annual Meeting of Stockholders of Hudson City Bancorp, Inc. held on June 8, 2006. The performance criteria for 2009 have been met and on January 19, 2010, certified. Accordingly, 120,000 shares vested and become directly owned by the reporting person on January 23, 2010. The remaining 240,000 shares will vest and become directly owned by the reporting person at a rate of 120,000 shares per year on each of January 23, 2011 and 2012.
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(
3)
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The spouse of the reporting person holds the shares listed for a minor child under the New Jersey Uniform Transfer to Minors Act.
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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 spouse and children. The reporting person is the grantor. The reporting person's spouse serves as trustee.
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(
5)
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The reporting person holds the shares through the Hudson City Savings Bank's Profit Incentive Bonus Plan.
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(
6)
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The reporting person is due, upon retirement, the equivalent dollar value of 186,902 shares at December 31, 2008 through the Hudson City Savings Bank ESOP Restoration Plan.
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(
7)
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Phantom Stock acquired by the reporting person under the Hudson City Savings Bank Supplementary Savings Plan and the Hudson City Bancorp, Inc. Officers' Deferred Compensation Plan ("Plans"). The reporting person has elected that the funds accumulated in such Plans be distributed to the reporting person only in shares of Hudson City Bancorp, Inc. Common Stock and would be distributable only on or about January 1st of the calendar year following the calendar year in which the reporting person terminates all service with Hudson City Bancorp, Inc. and its affiliated companies, unless another date of payment is provided under the terms of the Plans.
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Remarks:
On 1/23/09 the reporting person received a grant of Performance Stock Options to purchase 750,000 shares of common stock at a price per share of $12.03. These options have a 10-yr term ending 1/22/19 (or earlier in certain circumstances) & become exercisable provided the reporting person remains in continuous service through such date & certain corp. measures tied to return on equity & diluted earnings per share are satisfied on or prior to 1/23/12. On 1/25/08, the reporting person received a grant of Performance Stock Options to purchase 1,250,000 shares of Common Stock at a price per share 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 satisfied. Under applicable SEC regulations, these 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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HERMANCE RONALD E JR
WEST 80 CENTURY ROAD
PARAMUS, NJ 07652
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X
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Chairman, President & CEO
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Signatures
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Veronica A. Olszewski, Attorney-in-fact
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1/26/2010
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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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