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Form 4 HUDSON CITY BANCORP INC For: Nov 01 Filed by: Golding Cornelius E

November 3, 2015 9:56 PM EST
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
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 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 *
Golding Cornelius E
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2015
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/share 11/01/2015   D   20,000 D (1) 0 I By IRA
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 11/01/2015   D     8,109   (2)   (2) Common Stock 8,109 $ 0 0 D  
Deferred Stock Units $ 0 11/01/2015   D     20,661   (3)   (3) Common Stock 20,661 $ 0 0 D  
Deferred Stock Units $ 0 11/01/2015   D     10,761   (4)   (4) Common Stock 10,761 $ 0 0 D  
Deferred Stock Units $ 0 11/01/2015   D     7,693   (5)   (5) Common Stock 7,693 $ 0 0 D  
Deferred Stock Units $ 0 11/01/2015   D     7,677   (6)   (6) Common Stock 7,677 $ 0 0 D  
Deferred Stock Units $ 0 11/01/2015   D     5,790   (7)   (7) Common Stock 5,790 $ 0 0 D  
Stock Option (Right to Buy) $ 12.1 11/01/2015   D     37,500 07/23/2011 07/22/2020 (8) Common Stock 37,500 $ 0 0 D  
Stock Option (Right to Buy) $ 9.5 11/01/2015   D     22,917 04/25/2012 04/24/2021 (8) Common Stock 22,917 $ 0 0 D  
Explanation of Responses:
1. Disposed of pursuant to the Agreement and Plan of Merger by and among M&T Bank Corporation ("M&T"), issuer and Wilmington Trust Corporation ("Merger Sub"), dated August 27, 2012, as amended (the "Merger Agreement"), pursuant to which issuer was merged with and into Merger Sub, effective on November 1, 2015 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, each issued and outstanding share of issuer common stock was converted into the right to receive (i) 0.08403 of a share of common stock of M&T (the "Stock Consideration") or (ii) an amount in cash equal to the product of 0.08403 and the average of the closing sale prices of M&T common stock on the NYSE for the ten trading days immediately preceding the closing date (the "Cash Consideration"). As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of issuer common stock.
2. Represents the number of shares issuable upon future settlement of Deferred Stock Units ("DSUs") granted on January 27, 2015 pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan. These DSUs were to vest upon continued service through a specified date. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into DSUs with respect to M&T common stock, the number of shares of which equaled the product of (x) the number of shares of issuer common stock subject to the DSUs immediately before the Effective Time and (y) 0.08403.
3. Represents the number of shares issuable upon future settlement of DSUs granted on July 23, 2010 pursuant to the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan. These DSUs vested on each of July 23, 2011, 2012 and 2013 and were to be converted to shares of issuer common stock and settled following termination of service as a director. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into DSUs with respect to M&T common stock, the number of shares of which equaled the product of (x) the number of shares of issuer common stock subject to the DSUs immediately before the Effective Time and (y) 0.08403.
4. Represents the number of shares issuable upon future settlement of DSUs granted on April 25, 2012 pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan. These DSUs vested on April 25, 2013 and were to be converted to shares of issuer common stock and settled following termination of service as a director. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into DSUs with respect to M&T common stock, the number of shares of which equaled the product of (x) the number of shares of issuer common stock subject to the DSUs immediately before the Effective Time and (y) 0.08403.
5. Represents the number of shares issuable upon future settlement of DSUs granted on March 25, 2014 pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan. These DSUs vested on April 1, 2015 and were to be converted to shares of issuer common stock and settled following termination of service as a director. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into DSUs with respect to M&T common stock, the number of shares of which equaled the product of (x) the number of shares of issuer common stock subject to the DSUs immediately before the Effective Time and (y) 0.08403.
6. Represents the number of shares issuable upon future settlement of DSUs granted on August 2, 2013 pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan. These DSUs vested on April 1, 2014 and were to be converted to shares of issuer common stock and settled following termination of service as a director. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into DSUs with respect to M&T common stock, the number of shares of which equaled the product of (x) the number of shares of issuer common stock subject to the DSUs immediately before the Effective Time and (y) 0.08403.
7. Represents the number of shares issuable upon future settlement of DSUs granted on April 25, 2011 pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan. These DSUs vested on April 25, 2012 and were to be converted to shares of issuer common stock and settled following termination of service as a director. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into DSUs with respect to M&T common stock, the number of shares of which equaled the product of (x) the number of shares of issuer common stock subject to the DSUs immediately before the Effective Time and (y) 0.08403.
8. Pursuant to the Merger Agreement, at the Effective Time, all stock options were automatically converted into options to purchase 0.08403 of a share of M&T common stock per share of issuer common stock and the converted stock options were assumed by M&T, subject to the same terms and conditions as applicable prior to the Effective Time except as modified by the Merger Agreement.
/s/ Veronica A. Olszewski, Attorney-in-Fact 11/03/2015
** 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.

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