Statement of Changes in Beneficial Ownership (4)
March 27 2014 - 4:15PM
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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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
Golding Cornelius 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)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
WEST 80 CENTURY ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/25/2014
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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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20000
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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
(5)
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3/25/2014
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A
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7693
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(5)
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(5)
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Common Stock
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7693
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$0
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7693
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D
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Stock Option (Right to Buy)
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$12.10
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7/23/2011
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7/22/2020
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Common Stock
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37500
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37500
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D
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Stock Option (Right to Buy)
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$9.50
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4/25/2012
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4/24/2021
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Common Stock
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22917
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22917
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D
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Phantom Stock Units
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$0
(1)
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(1)
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(1)
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Common Stock
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20661
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20661
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D
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Phantom Stock Units
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$0
(3)
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(3)
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(3)
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Common Stock
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10761
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10761
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D
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Phantom Stock Units
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$0
(4)
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(4)
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(4)
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Common Stock
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7677
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7677
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D
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Phantom Stock Units
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$0
(2)
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(2)
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(2)
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Common Stock
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5790
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5790
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D
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Explanation of Responses:
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(
1)
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Award on July 23, 2010 pursuant to the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan. 6,887 units vested on each of July 23, 2011, 2012 and 2013 and will be converted to and settled in an equal number of shares of the issuer's common stock on the first day of the calendar month following the sixth month anniversary of termination of service as a director. The reporting person has also been granted dividend equivalent rights, for both vested and unvested units, payable in cash if, as and when dividends are declared and paid on common stock.
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(
2)
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Award on April 25, 2011, pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan (the "Plan"). The units vested on April 25, 2012 and will be converted to and settled in an equal number of shares of the issuer's common stock on the first day of the calendar month following the sixth month anniversary of termination of service as a director. The reporting person has also been granted dividend equivalent rights, for both vested and unvested units, payable in cash if, as and when dividends are declared and paid on common stock.
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(
3)
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Award on April 25, 2012, pursuant to the Plan. The units vested on April 25, 2013 and will be converted to and settled in an equal number of shares of the issuer's common stock on the first day of the calendar month following the sixth month anniversary of termination of service as a director. The reporting person has also been granted dividend equivalent rights, for both vested and unvested units, payable in cash if, as and when dividends are declared and paid on common stock.
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(
4)
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Award on August 2, 2013, pursuant to the Plan. The units will vest on April 1, 2014 based on continued service through such date. Vested units will be converted to and settled in an equal number of shares of the issuer's common stock on the first day of the calendar month following the sixth month anniversary of termination of service as a director. The reporting person has been granted dividend equivalent rights on vested and settled units, payable in cash if, as and when dividends are declared and paid on common stock. If the Merger with M&T Bank Corporation closes before April 1, 2014, a portion of the award will vest. This portion will be calculated based on the quotient of the number of days elapsed between (and including) April 1, 2013 and the Merger closing date divided by 365 and rounded up to the nearest whole unit.
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(
5)
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Award on March 25, 2014, pursuant to the Plan. The units will vest on April 1, 2015 based on continued service through such date. Vested units will be converted to and settled in an equal number of shares of the issuer's common stock on the first day of the calendar month following the sixth month anniversary of termination of service as a director. The reporting person has been granted dividend equivalent rights on vested and settled units, payable in cash if, as and when dividends are declared and paid on common stock. If the Merger with M&T Bank Corporation closes before April 1, 2015, a portion of the award will vest. This portion will be calculated based on the quotient of the number of days elapsed between (and including) April 1, 2014 and the Merger closing date divided by 365 and rounded up to the nearest whole unit.
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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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Golding Cornelius E
WEST 80 CENTURY ROAD
PARAMUS, NJ 07652
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X
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Signatures
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Veronica A. Olszewski, Attorney-in-Fact
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3/27/2014
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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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