FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Dedrick Tracey A

2. Issuer Name and Ticker or Trading Symbol

HUDSON CITY BANCORP INC [HCBK]

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

(Last)          (First)          (Middle)

WEST 80 CENTURY ROAD

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2013 
(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)
Amount (A) or (D) Price
Common Stock, par value $0.01 per share                 1358   (1) I   By PIB   (2)
Common Stock, par value $0.01 per share                 7936   (3) I   By ESOP  

Table II - Derivative Securities Acquired, Disposed of, or 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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Stock Unit   $0   (4)                 (4)   (4) Common Stock   9054     9054   D  
 
Phantom Stock Unit   $0   (5)                 (5)   (5) Common Stock   2264     2264   (5) D  
 

Explanation of Responses:
( 1)  Reflects forfeitures of excess contributions under the plan, and dividend reinvestments that have occurred within the Employer Stock Fund under the plan, since the date of the reporting person's last ownership report.
( 2)  The shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.
( 3)  Reflects ESOP allocations and distributions that have occurred since the date of the reporting person's last ownership report.
( 4)  Represents the number of shares issuable upon future settlement of Variable Deferred Stock Units granted on March 30, 2012 based on the Company's return on equity for 2012, as certified by the Compensation Committee of the Board of Directors on January 29, 2013. Such Variable Deferred Stock Units will vest and settle on March 30, 2015 assuming continued employment through such date. Pro-rated, accelerated vesting and settlement may occur in the event of death, disability, retirement. Accelerated vesting and settlement may also occur in the event of discharge without cause or resignation with good reason following a change in control.
( 5)  The reporting person is due, upon retirement, the equivalent dollar value of 2,264 shares at 12/31/13 through the Hudson City Savings Bank ESOP Restoration Plan, including 2,264 share equivalents allocated on 12/31/13.

Remarks:
Performance Deferred Stock Unit Award, on 6/18/13, for 51,800 shares of common stock subject to continued employment through 1/1/2014, 1/1/2015 and 1/1/2016, and performance over the period from 4/1/2013 to 3/31/2014. Variable Performance Deferred Stock Unit award, on 3/30/12, for 14,013 shares of common stock which will vest on 3/30/15. Performance Deferred Stock Unit award, on 3/30/12, for 30,055 shares of common stock which will vest of 3/30/15. Performance Stock Option grant, on 7/22/11, to purchase 51,813 shares of comon stock at $8.33 per share. These options have a 10-yr term ending 7/22/21 and become exercisable on 7/22/14. Performance Deferred Stock Unit award, on 7/22/11, for 36,100 shares of common stock which will vest on 7/22/14. Terms may end earlier than 10 years in certain circumstances. Vesting is tied to satisfaction, by the exercisable dates, and approval by the Company's Compensation Committee, of certain corporate performance measures specific to each grant and award, and continuous sevice 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
Dedrick Tracey A
WEST 80 CENTURY ROAD
PARAMUS, NJ 07652


Executive Vice President

Signatures
Veronica A. Olszewski, Attorney-in-fact 2/14/2014
** 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.
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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