0001214659-12-005501.txt : 20121214 0001214659-12-005501.hdr.sgml : 20121214 20121214170045 ACCESSION NUMBER: 0001214659-12-005501 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121214 DATE AS OF CHANGE: 20121214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Veneruso James J CENTRAL INDEX KEY: 0001352103 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O 21 SCARSDALE RD CITY: YONKERS STATE: NY ZIP: 10707 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON VALLEY HOLDING CORP CENTRAL INDEX KEY: 0000722256 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 133148745 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59317 FILM NUMBER: 121266328 BUSINESS ADDRESS: STREET 1: 21 SCARSDALE ROAD CITY: YONKERS STATE: NY ZIP: 10707 BUSINESS PHONE: 9149616100 MAIL ADDRESS: STREET 1: 21 SCARSDALE ROAD CITY: YONKERS STATE: NY ZIP: 10707 SC 13D/A 1 c1210121sc13da3.htm AMENDMENT NO. 3 c1210121sc13da3.htm
 
OMB APPROVAL
  
 
OMB Number: 3235-0145
  
     
     
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 
 
Hudson Valley Holding Corp.
  
 
(Name of Issuer)
  
 
 
Common Stock, Par Value $.20 Per Share
  
 
(Title of Class of Securities)
  
     
 
 
444172100 
  
 
(CUSIP Number)
  
 
 
James J. Veneruso
  
 
35 East Grassy Sprain Road, Suite 400, Yonkers, NY 10710
  
 
(914) 961-6100
  
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
  
     
 
April 23, 2012
 
 
(Date of Event which Requires Filing of this Statement)
  

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-l(g), check the following box ¨ .

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
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SCHEDULE 13D
CUSIP No. 444172100
    
 
1
NAME OF REPORTING PERSON
 
James J. Veneruso
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) ¨
 
(b) ¨
 
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
N/A
 
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)                               
 
¨
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
 
NUMBER OF
 SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
27,084
 
8
SHARED VOTING POWER
 
724,948
 
9
SOLE DISPOSITIVE POWER
 
27,084
 
10
SHARED DISPOSITIVE POWER
 
724,948
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
752,032
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  (SEE INSTRUCTIONS)              
 
¨
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.8%
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 

 
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This Amendment No. 3 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (“SEC”) on April 6, 2006 by the Reporting Person with respect to the common stock, par value $.20 per share (the “Common Stock”), of Hudson Valley Holding Corp., a New York corporation (the “Issuer”), as amended by Amendment No. 1 filed with the SEC on January 4, 2011 and as further amended by Amendment No. 2 filed with the SEC on September 30, 2011 (as amended, the “Schedule 13D”).  Except as indicated in this Amendment No. 3, all other information set forth in the Schedule 13D remains unchanged and capitalized terms used herein which are not defined herein have the meanings set forth in the Schedule 13D.
 
Item 4.    Purpose of Transaction.

This Amendment No. 3 reports a decrease in the percentage of the Reporting Person’s beneficial ownership of the Issuer since the filing of Amendment No. 2.  See Item 5(e) below.
 
Item 5.    Interest in Securities of the Issuer.

(a) – (b) The table below sets forth the information required in (a) and (b) of this Item 5.  All shares amounts have been adjusted to reflect the 10% stock dividend paid by the Issuer on December 5, 2011 to all shareholders of record as of November 23, 2011, as a result of which a total of 98,756 shares were allocated to the Reporting Person directly and indirectly through the persons and entities listed below.
 
Number of
Shares
Beneficially
Owned
Sole Voting
Power
Shared Voting
Power
Sole Dispositive
Power
Shared
Dispositive
Power
Beneficial
Ownership
Percentage
752,032
27,084
724,948
27,084
724,948
3.8%
 
The Reporting Person holds 8,941 shares of Common Stock directly and 18,143 shares in an IRA.

The Reporting Person holds shared voting and dispositive power over the following shares of Common Stock: 12,951 held jointly with his spouse, 572,000 shares held by Eldred Preserve, LLC, 4,940 shares held in irrevocable trusts for the benefit of the daughters of Gregory F. Holcombe and Marie A. Holcombe for which the Reporting Person serves as sole trustee, 1,503 shares held in the Gregory F. Holcombe Irrevocable Insurance Trust, 1,586 shares held in the 2004 Holcombe Family Irrevocable Trust, and 131,807 shares held in two trusts for the benefit of the daughters of Gregory F. Holcombe and Marie A. Holcombe for which the Reporting Person serves as a co-trustee.  The number of shares reported above also includes 161 shares of Common Stock held by the Reporting Person’s son as to which the Reporting Person disclaims beneficial ownership.

(e)           On April 23, 2012, 334,342 shares of Common Stock held by the Josephine Abplanalp Irrevocable Retained Annuity Trust u/a/d April 21, 2010 (the “GRAT”), the holdings of which are deemed indirectly beneficially owned by the Reporting Person who is sole trustee, were transferred for no consideration to The Josephine Abplanalp Revocable Living Trust f/b/o Marie A. Holcombe (the “MH Trust,” the trustees of which are Josephine Abplanalp, Marie A. Holcombe and the Reporting Person).  The Reporting Person is not deemed to indirectly beneficially own the holdings of the MH Trust.  The transfer occurred pursuant to the terms of the GRAT which provides for annual distributions to the MH Trust as primary beneficiary during the term of the GRAT.  The term of the GRAT expired pursuant to its terms on April 21, 2012.  As a result of this transfer, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common Stock of the Issuer on April 23, 2012, thereby terminating the Reporting Person’s obligation to further amend the Schedule 13D.
 
 
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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

DATED: December 14, 2012
 
 
 
 
/s/ James J. Veneruso
  
 
James J. Veneruso
  
 
 
 
 
 
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