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^*

LANDY JAMES J

(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 [ HVB ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2014

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)
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	12/30/2014		F		646⁽¹⁾	D	$27.37	133,846⁽²⁾	D
Common Stock	12/30/2014		A		1,758⁽³⁾	A	$0.00	135,604⁽²⁾⁽⁴⁾	D
Common Stock	12/30/2014		F		650	D	$27.37	134,954⁽²⁾⁽⁴⁾	D
Common Stock	12/30/2014		A		4,402⁽⁵⁾	A	$0.00	139,356⁽²⁾⁽⁴⁾⁽⁶⁾	D
Common Stock	12/30/2014		F		1,628	D	$27.37	137,728⁽²⁾⁽⁴⁾⁽⁶⁾	D
Common Stock	12/30/2014		M		1,758⁽⁷⁾	A	$0.00⁽⁸⁾	139,486⁽²⁾⁽⁴⁾⁽⁹⁾	D
Common Stock	12/30/2014		F		650	D	$27.37	138,836⁽²⁾⁽⁴⁾⁽⁹⁾	D
Common Stock								7,938⁽¹⁰⁾	D
Common Stock								85,769⁽¹¹⁾	I	by Spouse

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)
Restricted Stock Units	$0.00⁽⁸⁾	12/30/2014		A		1,758		⁽¹²⁾	⁽¹²⁾	Common Stock	1,758	$0.00	1,758	D
Restricted Stock Units	$0.00⁽⁸⁾	12/30/2014		M			1,758	⁽¹²⁾	⁽¹²⁾	Common Stock	1,758	$0.00	0	D

Explanation of Responses:

1. Accelerated vesting of 1,745 shares of Restricted Stock Award scheduled to vest over 3 years on the anniversary of the grant commencing 02/20/2015, at a rate of 33.3% for each year (582 shares will vest on each of 02/20/2015 and 02/20/2016 and 581 shares will vest on 02/20/2017). Accordingly, 1,745 shares vested on 12/30/14.

2. Includes 1,745 shares of Restricted Stock Award scheduled to vest over 3 years on the anniversary of the grant commencing 02/20/2015, at a rate of 33.3% for each year. (582 shares will vest on each of 02/20/2015 and 02/20/2016 and 581 shares will vest on 02/20/2017). The vesting of the 1,745 shares was accelerated to 12/30/2014 in connection with the pending merger of the Issuer with and into Sterling Bancorp.

3. Restricted Stock Award of 1,758 shares which vested 100% on date of grant of 12/30/2014.

4. Includes Restricted Stock Award of 1,758 shares which vested immediately upon grant. Accordingly, 1,758 shares vested on 12/30/2014.

5. Accelerated vesting of 4,402 shares of Common Stock issuable under previously granted Performance Stock Units that is contingent upon the achievement of specified performance criteria.

6. Includes 4,402 shares of Common Stock issuable under previously granted Performance Stock Units that is contingent upon the achievement of specified performance criteria. The vesting of the 4,402 shares was accelerated to 12/30/2014 in connection with the pending merger of the Issuer with and into Sterling Bancorp.

7. Vesting of Restricted Stock Units, representing 1,758 shares, which were granted on 12/30/2014.

8. Restricted Stock Units are convertible into common stock on a one-for-one basis.

9. Includes Restricted Stock Units, representing 1,758 shares, which vested on 12/30/2014.

10. Held jointly with spouse.

11. Includes 79,269 shares held by spouse of Reporting Person and 6,500 shares held by spouse of Reporting Person as custodian for minor child.

12. On 12/30/2014, the Reporting Person was granted 1,758 Restricted Stock Units which vested immediately upon grant.

Remarks:

	/s/ James J. Landy	01/02/2015
	** 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).
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