SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Rossi Francesco S

(Last)

(First)

(Middle)

WEST 80 CENTURY ROAD

(Street)

PARAMUS

07652

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/19/2015

3. Issuer Name and Ticker or Trading Symbol
HUDSON CITY BANCORP INC [ HCBK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	First Vice President

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	17,360	D
Common Stock, par value $0.01 per share	25,100	I	By ESOP
Common Stock, par value $0.01 per share	10,729	I	By PIB⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	01/20/2009	07/20/2016	Common Stock	25,000	$12.76	D
Stock Option (Right to Buy)	01/25/2011	01/24/2018	Common Stock	25,000	$15.69	D
Stock Option (Right to Buy)	01/24/2012	01/22/2019	Common Stock	25,000	$12.03	D
Stock Option (Right to Buy)	01/26/2010	01/25/2017	Common Stock	22,500	$13.78	D
Deferred Stock Units	⁽²⁾	⁽²⁾	Common Stock	13,700	$0⁽²⁾	D
Stock Option (Right to Buy)	01/19/2013	01/18/2020	Common Stock	12,500	$13.12	D
Deferred Stock Units	⁽³⁾	⁽³⁾	Common Stock	12,300	$0⁽³⁾	D
Stock Option (Right to Buy)	03/15/2014	03/14/2021	Common Stock	9,900	$9.5	D
Deferred Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	5,351	$0⁽⁴⁾	D
Deferred Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	3,650	$0⁽⁵⁾	D

Explanation of Responses:

1. Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.

2. Represents the number of shares issuable upon future settlement of Deferred Stock Units (DSUs) granted on March 29, 2014. These DSUs vest upon 1) the satisfaction of certain performance measures, as certified by the Company's Compensation Committee on January 27, 2015 and 2) continued service through a specified date. Accordingly, vesting occurred for 4,567 of these DSUs as the service condition was met by continued service through January 1, 2015. An additional 4,567 of these DSUs will vest upon continued service through January 1, 2016. The remainder of these DSUs will vest on January 1, 2017, assuming continued employment through this date. 8,563 of these DSUs will be settled on March 29, 2017, and the remainder of these DSUs will be settled on March 29, 2020. Accelerated settlement of vested DSUs may occur in the event of death or disability. Accelerated vesting and settlement may occur in connection with a change in control.

3. Represents the number of shares issuable upon future settlement of Deferred Stock Units (DSUs) granted on June 18, 2013. These DSUs vest upon 1) the satisfaction of certain performance measures, as certified by the Company's Compensation Committee on January 28, 2014 and 2) continued service through a specified date. Accordingly, vesting occurred for 8,200 of these DSUs as the service condition was met by continued service through January 1, 2014 and January 1, 2015. The remainder of these DSUs will vest on January 1, 2016, assuming continued employment through this date. 7,687 of these DSUs will be settled on June 18, 2016, and the remainder of these DSUs will be settled on June 18, 2019. Accelerated settlement of vested DSUs may occur in the event of death or disability. Accelerated vesting and settlement may occur in connection with a change in control.

4. Represents the number of shares issuable upon future settlement of Deferred Stock Units (DSUs) granted on March 30, 2012. These DSUs vested upon 1) the satisfaction of certain performance measures, as certified by the Company's Compensation Committee on January 27, 2015 and 2) continued service through a specified date. These DSUs will be settled on March 30, 2018. Pro-rated, accelerated vesting may occur in the event of death, disability or retirement. Accelerated settlement of vested DSUs may occur in the event of death or disability. Accelerated vesting and settlement may occur in connection with a change in control.

5. Represents the number of shares issuable upon future settlement of Deferred Stock Units (DSUs) granted on March 15, 2011. These DSUs vested on April 28, 2014 due to 1) the satisfaction of certain performance measures as certified by the Company's Compensation Committee on April 28, 2014 and 2) continued service through a specified date. These DSUs will be settled on March 15, 2017. Accelerated settlement of vested DSUs may occur in the event of death or disability, or in connection with a change in control.

Remarks:

Performance Deferred Stock Unit award, on 1/27/15, for 4,700 shares of common stock which will vest on 1/1/16. Vesting is tied to satisfaction, by the vesting dates, and approval by the Company's Compensation Committee, of certain corporate performance measures specific to each award, and continuous service by the reporting person through such dates. Under applicable SEC regulations, these awards are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied. Exhibit List - Exhibit 24 (Power of Attorney)

	Veronica A. Olszewski, Attorney-in-Fact	06/08/2015
	** 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 5 (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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