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Form 4 HUDSON CITY BANCORP INC For: Nov 26 Filed by: SALAMONE DENIS J

December 1, 2014 4:07 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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OMB Number: 3235-0287
Expires: December 31, 2014
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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 *
SALAMONE DENIS J
(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
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/26/2014
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               2,100,816 D  
Common Stock, par value $0.01/share               67,806 I By ESOP
Common Stock, par value $0.01/share               29,611 I By GRAT (1)
Common Stock, par value $0.01/share               14,562 I By PIB (2)
Common Stock, par value $0.01/share               6,412 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
Phantom Stock Units $ 0 (7) 11/26/2014   A   85     (7)   (7) Common Stock 85 $ 9.8 20,996 D  
Stock Option (Right to Buy) $ 12.76             07/21/2009 07/20/2016 Common Stock 750,000   750,000 D  
Stock Option (Right to Buy) $ 15.69             01/25/2011 01/24/2018 Common Stock 375,000   375,000 D  
Stock Option (Right to Buy) $ 12.76             01/20/2009 07/20/2016 Common Stock 375,000   375,000 D  
Stock Option (Right to Buy) $ 13.78             01/26/2010 01/25/2017 Common Stock 337,500   337,500 D  
Stock Option (Right to Buy) $ 12.03             01/24/2012 01/22/2019 Common Stock 300,000   300,000 D  
Stock Option (Right to Buy) $ 9.5             03/15/2014 03/14/2021 Common Stock 195,100   195,100 D  
Stock Option (Right to Buy) $ 13.12             01/29/2013 01/18/2020 Common Stock 187,500   187,500 D  
Phantom Stock Units $ 0 (5)               (5)   (5) Common Stock 148,039   148,039 D  
Deferred Stock Units $ 0 (3)               (3)   (3) Common Stock 125,900   125,900 D  
Deferred Stock Units $ 0 (4)               (4)   (4) Common Stock 71,950   71,950 D  
Deferred Stock Units $ 0 (6)               (6)   (6) Common Stock 48,219   48,219 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. Represents the number of shares issuable upon future settlement of Deferred Stock Units (DSUs) granted on June 18, 2013 based on satisfaction of certain corporate performance measures, as certified by the Company's Compensation Committee on April 28, 2014. Service conditions on 41,966 of these DSUs were met on January 1, 2014. An additional 41,966 of these DSUs will vest on January 1, 2015 and the remainder will vest on January 1, 2016, assuming continued employment through such dates. 78,687 of these DSUs will be settled on June 18, 2016, and the remainder will be settled on June 18, 2019. Accelerated settlement of vested DSUs may occur in the event of death or disability. Pro-rated, accelerated vesting and settlement may occur in the event of discharge without cause or resignation with good reason following a change in control.
4. 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.
5. The reporting person is due, upon retirement, the equivalent dollar value of 148,039 shares of HCBK common stock as of December 31, 2013 through the Supplemental ESOP Benefit under the Benefit Maintenance Plan of Hudson City Savings Bank.
6. 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.
7. Phantom Stock acquired by the reporting person under the Hudson City Bancorp, Inc. Officers' Deferred Compensation Plan. The reporting person has elected that the funds accumulated in such Plan that are deemed invested in Hudson City Bancorp, Inc. Common Stock, including any additional dividend equivalents deemed reinvested with respect thereto, will 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. This transaction reflects dividend equivalents deemed reinvested in Hudson City Bancorp, Inc. Common Stock under this Plan.
Remarks:
Variable Performance Deferred Stock Unit award, on 3/30/12, for 74,627 shares of common stock which will vest on 3/30/15. Performance Deferred Stock Unit award, on 3/30/12, for 160,061 shares of common stock which will vest on 3/30/15. Performance Deferred Stock Unit Award, on 3/29/14, for 204,100 shares of common stock which will vest on 1/1/15. Vesting is tied to satisfaction, by vesting dates, and approval by the Company's Compensation Committee, of certain corporate performance measures specific to each 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 12/01/2014
** 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 Number.

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