| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HUDSON VALLEY HOLDING CORP [ HUVL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/06/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 02/07/2005 | G(1) | V | 4,450(2) | D | $0.00 | 49,956(3) | D | ||
| Common Stock | 02/07/2005 | G(1) | V | 4,450(2) | A | $0.00 | 25,500(4) | I | by Family(4) | |
| Common Stock | 03/30/2005 | G(5) | V | 334(5) | D | $0.00 | 49,622(6) | D | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee Stock Options (Right-to-Buy) | $36.5 | 04/06/2005(7) | M | 10,000(8) | 01/01/2005(8) | 01/01/2015 | Common Stock | 10,000 | $36.5 | 10,000(8) | D | ||||
| Employee Stock Options (Right-to-Buy) | $36.25 | 01/01/2004 | 01/01/2014 | Common Stock | 2,200 | 2,200 | D | ||||||||
| Employee Stock Options (Right-to-Buy) | $36.25 | 01/01/2005 | 01/01/2014 | Common Stock | 2,200 | 2,200 | D | ||||||||
| Employee Stock Options (Right-to-Buy) | $36.25 | 01/01/2006 | 01/01/2014 | Common Stock | 2,200 | 2,200 | D | ||||||||
| Employee Stock Options (Right-to-Buy) | $36.25 | 01/01/2007 | 01/01/2014 | Common Stock | 2,200 | 2,200 | D | ||||||||
| Employee Stock Options (Right-to-Buy) | $36.25 | 01/01/2008 | 01/01/2014 | Common Stock | 2,200 | 2,200 | D | ||||||||
| Employee Stock Options (Right-to-Buy) | $36.5 | 01/01/2003 | 01/01/2013 | Common Stock | 12,100 | 12,100 | D | ||||||||
| Employee Stock Options (Right-to-Buy) | $35.5 | 01/01/2002 | 01/01/2012 | Common Stock | 13,310 | 13,310 | D | ||||||||
| Employee Stock Options (Right-to-Buy) | $33.75 | 01/01/2001 | 01/01/2011 | Common Shares | 13,176 | 13,176 | D | ||||||||
| Employee Stock Options (Right-to-Buy) | $32 | 01/01/2000 | 01/01/2010 | Common Shares | 5,152 | 5,152 | D | ||||||||
| Explanation of Responses: |
| 1. Gift of stock to children and spouse |
| 2. gift of stock to family (2,500 shares to spouse, 650 shares to spouse of Reporting Person as custodian for minor, 650 shares to each of 2 adult children) |
| 3. by Reporting Person includes 45,881 shares held by self, 4,075 shares held in Joint Tenant with spouse |
| 4. includes 20,547 shares held by spouse of Reporting Person; 1,651 shares held by spouse of Reporting Person as custodian for minor child; 3,302 shares held by 2 adult sons of Reporting Person resident at the same address to which Reporting Person dislcaims beneficial ownership |
| 5. Gift of stock to charitable foundation |
| 6. by Reporting Person includes 45,547 shares held by self, 4,075 shares held in Joint Tenant with spouse |
| 7. The option grant became effective 04/06/2005 the date the award was approved by the Board |
| 8. options become exerciseable at 20% per year over 5 years (2,000 options), the first 2,000 options of which were immediately exerciseable, the remainder will become exerciseable over the remaining 4 years on the anniversary of the grant commencing 01/01/2006 |
| Remarks: |
| //s/Stephen R. Brown (Stephen R. Brown as Attorney in Fact for James J. Landy) | 04/29/2005 | |
| ** 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. | ||