Close

Form 4 HUDSON CITY BANCORP INC For: Mar 30 Filed by: Schlesinger Steven M

April 1, 2015 7:10 PM EDT
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Schlesinger Steven M
(Last) (First) (Middle)
WEST 80 CENTURY ROAD
(Street)
PARAMUS NJ 07652
(City) (State) (Zip)
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)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
03/30/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 per share 03/30/2015   M   11,154 (1) A $ 0 221,467 D  
Common Stock, par value $0.01 per share 03/30/2015   M   6,204 (2) A $ 0 227,671 D  
Common Stock, par value $0.01 per share 03/30/2015   F   6,002 (3) D $ 10.47 221,669 D  
Common Stock, par value $0.01 per share               67,250 I By ESOP
Common Stock, par value $0.01 per share               12,441 I By PIB (4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Deferred Stock Units $ 0 (7) 03/30/2015   M     11,154   (7)   (7) Common Stock 11,154 $ 0 0 D  
Deferred Stock Units $ 0 (9) 03/30/2015   M     6,204   (9)   (9) Common Stock 6,204 $ 0 6,203 D  
Stock Option (Right to Buy) $ 12.76             07/21/2009 07/20/2016 Common Stock 100,000   100,000 D  
Stock Option (Right to Buy) $ 12.03             01/24/2012 01/22/2019 Common Stock 67,500   67,500 D  
Stock Option (Right to Buy) $ 15.69             01/25/2011 01/24/2018 Common Stock 50,000   50,000 D  
Stock Option (Right to Buy) $ 12.76             01/20/2009 07/20/2016 Common Stock 50,000   50,000 D  
Stock Option (Right to Buy) $ 13.78             01/26/2010 01/25/2017 Common Stock 45,000   45,000 D  
Stock Option (Right to Buy) $ 13.12             01/29/2013 01/18/2020 Common Stock 37,500   37,500 D  
Deferred Stock Units $ 0 (6)               (6)   (6) Common Stock 21,400   21,400 D  
Deferred Stock Units $ 0 (8)               (8)   (8) Common Stock 19,200   19,200 D  
Stock Option (Right to Buy) $ 9.5             04/28/2014 03/14/2021 Common Stock 18,400   18,400 D  
Deferred Stock Unit $ 0 (5)               (5)   (5) Common Stock 6,750   6,750 D  
Explanation of Responses:
1. Issued pursuant to the Variable Deferred Stock Units (DSUs) Award granted on March 30, 2012. All performance measures were previously certified by the Company's Compensation Committee. These DSUs vested and settled on March 30, 2015 based on continued employment through such date.
2. Issued pursuant to the Deferred Stock Units (DSUs) Award granted on March 30, 2012. All performance measures were previously certified by the Company's Compensation Committee. 12,407 DSUs vested on March 30, 2015. 6,204 of these DSUs settled on March 30, 2015 based on continued service through such date.
3. Represents shares withheld at the direction of the Company's Compensation Committee to satisfy payroll tax withholding obligations with respect to the settlement of DSU awards.
4. Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.
5. Represents the number of shares issuable upon future settlement of Deferred Stock Units granted on March 15, 2011. These DSUs vested on April 28, 2014 due to 1) the satisfaction of certain performance measures as certified by the Company's Compensation Committee on April 28, 2014 and 2) continued service through March 15, 2014. These DSUs will be settled on March 15, 2017. Accelerated settlement of vested DSUs may occur in the event of death or disability, or in connection with a change in control.
6. Represents the number of shares issuable upon future settlement of Deferred Stock Units (DSUs) granted on June 18, 2013. These DSUs vest upon 1) the satisfaction of certain performance measures, as certified by the Company's Compensation Committee on January 28, 2014 and 2) continued service through a specified date. Accordingly, vesting occurred for 14,266 of these DSUs as the service condition was met by continued service through January 1, 2014 and January 1, 2015. The remainder of these DSUs will vest on January 1, 2016, assuming continued employment through this date. 13,375 of these DSUs will be settled on June 18, 2016, and the remainder of these DSUs will be settled on June 18, 2019. Accelerated settlement of vested DSUs may occur in the event of death or disability. Accelerated vesting and settlement may occur in connection with a change in control.
7. Represents the Variable Deferred Stock Units (DSUs) Award granted on March 30, 2012. All performance measures were previously certified by the Company's Compensation Committee. All such Variable DSUs vested and settled on March 30, 2015 based on continued employment through such date.
8. Represents the number of shares issuable upon future settlement of Deferred Stock Units (DSUs) granted on March 29, 2014. These DSUs vest upon 1) the satisfaction of certain performance measures, as certified by the Company's Compensation Committee on January 27, 2015 and 2) continued service through a specified date. Accordingly, vesting occurred for 6,400 of these DSUs as the service condition was met by continued service through January 1, 2015. An additional 6,400 of these DSUs will vest upon continued service through January 1, 2016. The remainder of these DSUs will vest on January 1, 2017, assuming continued employment through this date. 12,000 of these DSUs will be settled on March 29, 2017, and the remainder of these DSUs will be settled on March 29, 2020. Accelerated settlement of vested DSUs may occur in the event of death or disability. Accelerated vesting and settlement may occur in connection with a change in control.
9. Represents the number of shares issuable upon future settlement of Deferred Stock Units (DSUs) granted on March 30, 2012. These DSUs vested upon 1) the satisfaction of certain performance measures, as certified by the Company's Compensation Committee on January 27, 2015 and 2) continued service through March 30, 2015. 6,204 of these DSUs settled on March 30, 2015, and the remainder will be settled on March 30, 2018. Pro-rated, accelerated vesting may occur in the event of death, disability or retirement. Accelerated settlement of vested DSUs may occur in the event of death or disability. Accelerated vesting and settlement may occur in connection with a change in control.
Remarks:
Performance Deferred Stock Unit award, on 1/27/15, for 7,000 shares of common stock which will vest on 1/1/16. Vesting is tied to satisfaction, by the vesting dates, and approval by the Company's Compensation Committee, of certain corporate performance measures specific to each grant award, and continuous service by the reporting person through such dates. Under applicable SEC regulations, these awards are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied.
Veronica A. Olszewski, Attorney-in-Fact 04/01/2015
** 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 Number.

FREE Breaking News Alerts from StreetInsider.com!

E-mail Address

StreetInsider.com Top Tickers, 4/19/2024

1. NFLX
2. TSM
3. LVS
4. SPY
5. INFY
6. CSX
7. TSLA
8. UAL
9. ALK
10. EFX



Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings