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 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
                      

1. Name and Address of Reporting Person *

SALAMONE DENIS J
2. Issuer Name and Ticker or Trading Symbol

HUDSON CITY BANCORP INC [ HCBK ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President
(Last)          (First)          (Middle)

WEST 80 CENTURY ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

1/27/2012
(Street)

PARAMUS, NJ 07652
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, par value $0.01/share                  2052680   D  
 
Common Stock, par value $0.01/share                  53022   I   By ESOP  
Common Stock, par value $0.01/share                  29611   I   By GRAT   (1)
Common Stock, par value $0.01/share                  11666   I   By PIB   (2)
Common Stock, par value $0.01/share                  6412   I   By IRA  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Phantom Stock Units   $ 0   (4) 1/27/2012     A      2562         (4)   (4) Common Stock   2562   $6.83   11444   D  
 
Stock Option (Right to Buy)   $12.76                    7/21/2009   7/20/2016   Common Stock   750000     750000   D  
 
Stock Option (Right to Buy)   $15.69                    1/25/2011   1/24/2018   Common Stock   375000     375000   D  
 
Stock Option (Right to Buy)   $12.76                    1/20/2009   7/20/2016   Common Stock   375000     375000   D  
 
Stock Option (Right to Buy)   $13.78                    1/26/2010   1/25/2017   Common Stock   337500     337500   D  
 
Stock Option (Right to Buy)   $12.22                    1/13/2006   2/18/2014   Common Stock   312417     312417   D  
 
Stock Option (Right to Buy)   $12.03                    1/24/2012   1/22/2019   Common Stock   300000     300000   D  
 
Phantom Stock Units   $ 0   (3)                    (3)   (3) Common Stock   103613     103613   D  
 

Explanation of Responses:
( 1)  The shares reported are held in a grantor retained annuity trust that was established for the benefit of the reporting person's children. The reporting person is the grantor and the reporting person and his children serve as trustees.
( 2)  Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.
( 3)  The reporting person is due upon retirement the equivalent dollar value of 103,613 shares of HCBK common stock as of December 31, 2010 through the Hudson City Savings Bank ESOP Restoration Plan.
( 4)  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. 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.

Remarks:
Performance Stock Option grant, on 3/15/11, to purchase 195,100 shares of common stock at $9.50 per share. These options have a 10-yr term ending 3/14/21 and become exercisable on 3/15/14. Performance Deferred Stock Unit award, on 3/15/11, for 143,900 shares of common stock which will vest on 3/15/14. Performance Stock Option grant, on 1/19/10, to purchase 375,000 shares of common stock at $13.12 per share. These options have a 10-yr term ending 1/18/20 and become exercisable on 1/19/13. Terms may end earlier than 10 years in certain circumstances. Vesting is tied to satisfaction, by exercisable dates, and approval by the Company's Compensation Committee, of certain corporate performance measures specific to each grant and award, and continuous service by the reporting person through such dates. Under applicable SEC regulations, these option grants and awards are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SALAMONE DENIS J
WEST 80 CENTURY ROAD
PARAMUS, NJ 07652
X
President

Signatures
Veronica A. Olszewski, Attorney-in-fact 1/31/2012
** Signature of Reporting Person 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).
Note: 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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