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 [ HUVL ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2006

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	12/15/2006⁽¹⁾		J⁽¹⁾	V	6,678⁽¹⁾	A	$0.00	73,465⁽²⁾	D
Common Stock	12/15/2006⁽¹⁾		J⁽¹⁾	V	448⁽¹⁾	A	$0.00	4,930⁽²⁾	D⁽³⁾
Common Stock	12/15/2006⁽¹⁾		J⁽¹⁾	V	3,152⁽⁴⁾	A	$0.00	34,676⁽²⁾⁽⁵⁾	I	By Family
Common Stock	01/25/2007		G⁽⁶⁾	V	1,075⁽⁶⁾	D	$0.00	72,390⁽²⁾	D
Common Stock	01/25/2007		G⁽⁷⁾	V	975⁽⁷⁾	A	$0.00	35,651⁽²⁾⁽⁸⁾	I	By Family
Common Stock	02/07/2007		M		8,052	A	$35.5	80,442⁽²⁾	D

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)
Employee Stock Options (Right-to-Buy)	$35.5	12/15/2006⁽⁹⁾		J⁽⁹⁾	V	1,464⁽⁹⁾		12/15/2006	01/01/2012	Common Stock	1,464⁽⁹⁾	$0.00	16,105⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/15/2006⁽⁹⁾		J⁽⁹⁾	V	1,331⁽⁹⁾		12/15/2006	01/01/2013	Common Stock	1,331⁽⁹⁾	$0.00	14,641⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$36.25	12/15/2006⁽⁹⁾		J⁽⁹⁾	V	242⁽⁹⁾		12/15/2006	01/01/2014	Common Stock	242⁽⁹⁾	$0.00	2,662⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$36.25	12/15/2006⁽⁹⁾		J⁽⁹⁾	V	242⁽⁹⁾		12/15/2006	01/01/2014	Common Stock	242⁽⁹⁾	$0.00	2,662⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$36.25	12/15/2006⁽⁹⁾		J⁽⁹⁾	V	242⁽⁹⁾		12/15/2006	01/01/2014	Common Stock	242⁽⁹⁾	$0.00	2,662⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$36.25	12/15/2006⁽⁹⁾		J⁽⁹⁾	V	242⁽⁹⁾		01/01/2007	01/01/2014	Common Stock	242⁽⁹⁾	$0.00	2,662⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$36.25	12/15/2006⁽⁹⁾		J⁽⁹⁾	V	242⁽⁹⁾		01/01/2008	01/01/2014	Common Stock	242⁽⁹⁾	$0.00	2,662⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/15/2006⁽⁹⁾		J⁽⁹⁾	V	220⁽⁹⁾		12/15/2006	01/01/2015	Common Stock	220⁽⁹⁾	$0.00	2,420⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/15/2006⁽⁹⁾		J⁽⁹⁾	V	220⁽⁹⁾		12/15/2006	01/01/2015	Common Stock	220⁽⁹⁾	$0.00	2,420⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/15/2006⁽⁹⁾		J⁽⁹⁾	V	220⁽⁹⁾		01/01/2007	01/01/2015	Common Stock	220⁽⁹⁾	$0.00	2,420⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/15/2006⁽⁹⁾		J⁽⁹⁾	V	220⁽⁹⁾		01/01/2008	01/01/2015	Common Stock	220⁽⁹⁾	$0.00	2,420⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/15/2006⁽⁹⁾		J⁽⁹⁾	V	220⁽⁹⁾		01/01/2009	01/01/2015	Common Stock	220⁽⁹⁾	$0.00	2,420⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$42	12/15/2006⁽⁹⁾		J⁽⁹⁾	V	1,000⁽⁹⁾		12/15/2006⁽¹¹⁾	01/01/2016	Common Stock	1,000⁽¹¹⁾	$0.00	11,000⁽¹⁰⁾⁽¹¹⁾	D
Employee Stock Options (Right-to-Buy)	$35.5	02/07/2007		M			8,052	01/01/2002	01/01/2012	Common Stock	8,052	$0.00	8,053	D

Explanation of Responses:

1. Stock dividend of .10 share of common stock for each share held that was paid on 12/15/2006

2. Amount reflects Stock Dividend of .10 share of common stock for each share held that was paid on 12/15/2006

3. held in Joint Tenant with spouse

4. stock dividend of .10 share of common stock for each common share held that was paid on 12/15/2006, includes 2,510 shares paid to spouse of Reporting Person; 214 shares paid to spouse of Reporting Person as custodian for minor child; 428 shares paid to 2 adult sons of Reporting Person residing at the same address as Reporting Person to which Reporting Person disclaims beneficial ownership

5. Includes 27,611 shares held by spouse of Reporting Person; 2,355 shares held by spouse of Reporting Person as custodian for minor child; 4,710 shares held by 2 adult sons of Reporting Person residing at the same address as Reporting Person to which Reporting Person dislcaims beneficial ownership

6. Gift of 325 shares of stock to each of 3 children and 100 shares of stock to brother-in-law as custodian for minor child

7. Gift of stock to family (325 shares to spouse of Reporting Person as custodian for minor, and 325 shares to each of 2 adult children)

8. includes 27,611 shares held by spouse of Reporting Person; 2,680 shares held by spouse of Reporting Person as custodian for minor child; 5,360 shares held by 2 adult sons of Reporting Person residing at the same address as Reporting Person to which Reporting Person dislcaims beneficial ownership

9. Allocation of Stock Dividend of .10 of common stock for each option

10. Amount reflects Stock Dividend of .10 share of common stock for each option

11. Options become exerciseable at 20% per year over 5 years (2,200 options per year), the first 2,200 options of which were exerciseable 01/01/2006 and the remainder will become exerciseable over the remaining 4 years on the anniversary of the grant commencing 01/01/2007

Remarks:

	//s/Stephen R. Brown (Stephen R. Brown as Attorney in Fact for James J. Landy)	02/09/2007
	** 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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