SEC FORM 4

SEC Form 4

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^*

SKUTHAN FRANK

(Last)

(First)

(Middle)

C/O 21 SCARSDALE ROAD

(Street)

YONKERS

10707

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HUDSON VALLEY HOLDING CORP [ HUVL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP&COO of HUVL Operating Sub

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2010

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/29/2010		M		468	A	$33.75⁽¹⁾	9,522	D
Common Stock	04/29/2010		M		468	A	$33.75⁽¹⁾	9,990	D
Common Stock	04/29/2010		M		468	A	$33.75⁽¹⁾	10,458	D
Common Stock	04/29/2010		M		468	A	$33.75⁽¹⁾	10,926	D
Common Stock	04/29/2010		M		468	A	$33.75⁽¹⁾	11,394	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options (Right-to-Buy)	$33.75⁽¹⁾	04/29/2010		M			468	01/01/2002	01/01/2011	Common Stock	468	$0.00	0	D
Employee Stock Options (Right-to-Buy)	$33.75⁽¹⁾	04/29/2010		M			468	01/01/2003	01/01/2011	Common Stock	468	$0.00	0	D
Employee Stock Options (Right-to-Buy)	$33.75⁽¹⁾	04/29/2010		M			468	01/01/2004	01/01/2011	Common Stock	468	$0.00	0	D
Employee Stock Options (Right-to-Buy)	$33.75⁽¹⁾	04/29/2010		M			468	01/01/2005	01/01/2011	Common Stock	468	$0.00	0	D
Employee Stock Options (Right-to-Buy)	$33.75⁽¹⁾	04/29/2010		M			468	01/01/2006	01/01/2011	Common Stock	468	$0.00	0	D
Employee Stock Options (Right-to-Buy)	$35.5							01/01/2003	01/01/2012	Common Stock	1,260		1,260	D
Employee Stock Options (Right-to-Buy)	$35.5							01/01/2004	01/01/2012	Common Stock	1,260		1,260	D
Employee Stock Options (Right-to-Buy)	$35.5							01/01/2005	01/01/2012	Common Stock	1,260		1,260	D
Employee Stock Options (Right-to-Buy)	$35.5							01/01/2006	01/01/2012	Common Stock	1,260		1,260	D
Employee Stock Options (Right-to-Buy)	$35.5							01/01/2007	01/01/2012	Common Stock	1,260		1,260	D
Employee Stock Options (Right-to-Buy)	$36.5							01/01/2004	01/01/2013	Common Stock	1,010		1,010	D
Employee Stock Options (Right-to-Buy)	$36.5							01/01/2005	01/01/2013	Common Stock	1,010		1,010	D
Employee Stock Options (Right-to-Buy)	$36.5							01/01/2006	01/01/2013	Common Stock	1,010		1,010	D
Employee Stock Options (Right-to-Buy)	$36.5							01/01/2007	01/01/2013	Common Stock	1,010		1,010	D
Employee Stock Options (Right-o-Buy)	$36.5							01/01/2008	01/01/2013	Common Stock	1,010		1,010	D
Employee Stock Options (Right-to-Buy)	$36.25							01/01/2005	01/01/2014	Common Stock	794		794	D
Employee Stock Options (Right-to-Buy)	$36.25							01/01/2006	01/01/2014	Common Stock	794		794	D
Employee Stock Options (Right-to-Buy)	$36.25							01/01/2007	01/01/2014	Common Stock	794		794	D
Employee Stock Options (Right-to-Buy)	$36.25							01/01/2008	01/01/2014	Common Stock	794		794	D
Employee Stock Options (Right-to-Buy)	$36.25							01/01/2009	01/01/2014	Common Stock	794		794	D
Employee Stock Options (Right-to-Buy)	$36.5							01/01/2006	01/01/2015	Common Stock	609		609	D
Employee Stock Options (Right-to-Buy)	$36.5							01/01/2007	01/01/2015	Common Stock	609		609	D
Employee Stock Options (Right-to-Buy)	$36.5							01/01/2008	01/01/2015	Common Stock	609		609	D
Employee Stock Options (Right-to-Buy)	$36.5							01/01/2009	01/01/2015	Common Stock	609		609	D
Employee Stock Options (Right-to-Buy)	$36.5							01/01/2010	01/01/2015	Common Stock	609		609	D
Emplpyee Stock Options (Right-to-Buy)	$42							02/07/2007⁽²⁾	02/07/2016	Common Stock	4,820⁽²⁾		4,820	D
Employee Stock Options (Right-to-Buy)	$56.75							12/06/2008⁽³⁾	12/06/2012	Common Stock	3,275⁽³⁾		3,275	D

Explanation of Responses:

1. As a result of multiple 10% stock dividends the effective price per share upon exercise was $14.42

2. Options become exercisable at 20% per year over 5 years beginning on the first anniversary of the original grant date of 02/07/2006. Accordingly, 3,856 options are presently exercisable and the remaining 964 options will become exercisable over the remaining year on the anniversary of the original grant 02/07/2006 (964 options per year).

3. These options become exercisable at 20% per year over the 5 year vesting period of the original grant. Accordingly, 1,310 options are immediately exercisable and the remaining 1,965 options wiil become exercisable over the remaining 3 years on the anniversary of the original option grant commencing 12/06/2007 (655 options per year)

Remarks:

	/s/ Stephen R. Brown (Stephen R. Brown as Attorney-in-Fact for Frank J. Skuthan)	04/30/2010
	** 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).
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