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*
HERMANCE RONALD E JR

(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, President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
11/24/2008
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 per share 11/24/2008 M 1,762,046 A $2.16 2,460,173 D
Common Stock, par value $0.01 per share 11/24/2008 M 411,801 A $3.4 2,871,974 D
Common Stock, par value $0.01 per share 11/24/2008 S 2,173,847 (10) D $16.49 (9) 698,127 D
Common Stock, par value $0.01 per share 2,110,454 I BY GRAT (5)
Common Stock, par value $0.01 per share 359,150 I By PIB (6)
Common Stock, par value $0.01 per share 60,537 I By ESOP
Common Stock, par value $0.01 per share 38,472 D (1)
Common Stock, par value $0.01 per share 28,854 I By Spouse
Common Stock, par value $0.01 per share 15,118 I By Spouse as Custodian (4)
Common Stock, par value $0.01 per share 3,013 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
Stock Option (Right to Buy) $2.16 11/24/2008 M 1,762,046 01/13/2001 01/12/2010 Common Stock 1,762,046 $0 0 D
Stock Option (Right to Buy) $3.4 11/24/2008 M 411,801 01/13/2002 09/12/2011 Common Stock 411,801 $0 0 D
Stock Option (Right to Buy) $12.76 (3) 07/20/2016 Common Stock 1,000,000 1,000,000 D
Stock Option (Right to Buy) $12.22 (2) 02/18/2014 Common Stock 616,650 616,650 D
Phantom Stock Units $0 (7) (7) (7) Common Stock 158,337 158,337 D
Phantom Stock Units $0 (8) (8) (8) Common Stock 63,250 63,250 D
Explanation of Responses:
1. Award to reporting person of 30,000 shares of common stock was made pursuant to the Hudson City Bancorp, Inc. 2000 Recognition and Retention Plan ("RRP"), which the stockholders approved at a Special Meeting of Stockholders of Hudson City Bancorp, Inc. held on January 13, 2000 ("Special Meeting"), effective February 19, 2004. The shares awarded were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 19,236 shares vested and became directly owned by the reporting person on each of April 20, 2006, 2007 and 2008. Such award will vest at a rate of 19,236 shares per year on each of April 20, 2009 and 2010.
2. Grant to reporting person of options to buy 200,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan, approved at the Special Meeting, was made effective February 19, 2004. The options awarded and the exercise price of those options were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 128,239 options vested and became exercisable on each of January 13, 2006, 2007 and 2008. The remaining options will vest and become exercisable at a rate of 128,239 options January 13, 2009 and 128,242 options on January 13, 2010.
3. Grant to the reporting person of options to buy 1,000,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan, which the stockholders approved at the Annual Meeting of Stockholders of Hudson City Bancorp, Inc. held on June 8, 2006, was effective July 21, 2006. Such options will fully vest and become exercisable on July 21, 2009.
4. The spouse of the reporting person holds the shares listed for a minor child under the New Jersey Uniform Transfer to Minors Act.
5. The shares reported are held in a grantor retained annuity trust for the benefit of the reporting person's spouse and children. The reporting person is the grantor. The reporting person's spouse serves as trustee.
6. The reporting person holds the shares through the Hudson City Savings Bank's Profit Incentive Bonus Plan.
7. The reporting person is due, upon retirement, the equivalent dollar value of 158,337 shares at December 31, 2007 through the Hudson City Savings Bank ESOP Restoration Plan.
8. Phantom Stock acquired by the reporting person under the Hudson City Savings Bank Supplementary Savings Plan and the Hudson City Bancorp, Inc. Officers' Deferred Compensation Plan ("Plans"). The reporting person has elected that the funds accumulated in such Plans 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.
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.35-$16.76, inclusive.
10. The shares sold in this tax-motivated transaction timed to take advantage of the current federal income tax regime represent shares acquired through the exercise of stock options. 1,762,046 of these options expire in January 2010 and, therefore, must be exercised or forfeited within the next 14 months. The balance expire in 2011.
Remarks:
On 1/25/08, the reporting person received a grant of Performance Stock Options to purchase 1,250,000 shares of Common Stock, par value $0.01 per share, at a price of $15.69. These options have a 10-yr. term ending 1/24/18 (or earlier in certain circumstances) and become exercisable on 1/25/11 provided the reporting person remains in continuous service through such date and certain corporate performance measures tied to return on equity and diluted earnings per share have been satisfied. On 1/26/07, the reporting person received a grant of Performance Stock Options to purchase 1,125,000 shares of Common Stock, par value $0.01 per share, at a price of $13.78. These options have a 10-yr. term ending 1/25/17 (or earlier in certain circumstances) and become exercisable on 1/26/10 provided the reporting person remains in continuous service through such date and certain corporate performance measures tied to return on equity and diluted earnings per share have been satisfied. On 7/21/06, the reporting person received a grant of Performance Options to purchase 1,250,000 shares of Common Stock, par value $0.01 per share, at a price per share of $12.76. These options have a 10-yr. term ending 7/20/16 (or earlier in certain circumstances) and become exercisable on 12/31/08 provided the reporting person remains in continuous service through such date and certain corporate performance measures tied to operating efficiency and credit quality have been satisfied. Under applicable SEC regulations, all three Performance Stock Option grants are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied.
Veronica A. Olszewski, Attorney-in-fact 11/26/2008
** Signature of Reporting Person Date
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