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)
01/31/2008

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)
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	12/14/2007⁽¹⁾		J⁽¹⁾	V	8,044⁽¹⁾	A	$0.00	88,486⁽²⁾	D
Common Stock	12/14/2007⁽¹⁾		J⁽¹⁾	V	493⁽¹⁾	A	$0.00	5,423⁽²⁾	D⁽³⁾
Common Stock	12/14/2007⁽¹⁾		J⁽¹⁾	V	3,297⁽⁴⁾	A	$0.00	36,268⁽²⁾⁽⁵⁾	I	By Family
Common Stock	01/24/2008		G⁽⁶⁾	V	1,386⁽⁶⁾	D	$0.00	87,100	D
Common Stock	01/24/2008		G⁽⁷⁾	V	604⁽⁷⁾	A	$0.00	36,872⁽⁸⁾	I	By Family
Common Stock	01/31/2008		M		8,858	A	$35.5	95,958	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	12/14/2007⁽⁹⁾		J⁽⁹⁾	V	805⁽¹⁰⁾		12/14/2007	01/01/2012	Common Stock	805⁽⁹⁾	$0.00	8,858⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/14/2007⁽⁹⁾		J⁽⁹⁾	V	1,464⁽⁹⁾		12/14/2007	01/01/2013	Common Stock	1,464⁽⁹⁾	$0.00	16,105⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$36.25	12/14/2007⁽⁹⁾		J⁽⁹⁾	V	266⁽⁹⁾		12/14/2007	01/01/2014	Common Stock	266⁽⁹⁾	$0.00	2,928⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$36.25	12/14/2007⁽⁹⁾		J⁽⁹⁾	V	266⁽⁹⁾		12/14/2007	01/01/2014	Common Stock	266⁽⁹⁾	$0.00	2,928⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$36.25	12/14/2007⁽⁹⁾		J⁽⁹⁾	V	266⁽⁹⁾		12/14/2007	01/01/2014	Common Stock	266⁽⁹⁾	$0.00	2,928⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$36.25	12/14/2007⁽⁹⁾		J⁽⁹⁾	V	266⁽⁹⁾		12/14/2007	01/01/2014	Common Stock	266⁽⁹⁾	$0.00	2,928⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$36.25	12/14/2007⁽⁹⁾		J⁽⁹⁾	V	266⁽⁹⁾		01/01/2008	01/01/2014	Common Stock	266⁽⁹⁾	$0.00	2,928⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/14/2007⁽⁹⁾		J⁽⁹⁾	V	242⁽⁹⁾		12/14/2007	01/01/2015	Common Stock	242⁽⁹⁾	$0.00	2,662⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/14/2007⁽⁹⁾		J⁽⁹⁾	V	242⁽⁹⁾		12/14/2007	01/01/2015	Common Stock	242⁽⁹⁾	$0.00	2,662⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/14/2007⁽⁹⁾		J⁽⁹⁾	V	242⁽⁹⁾		12/14/2007	01/01/2015	Common Stock	242⁽⁹⁾	$0.00	2,662⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/14/2007⁽⁹⁾		J⁽⁹⁾	V	242⁽⁹⁾		01/01/2008	01/01/2015	Common Stock	242⁽⁹⁾	$0.00	2,662⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/14/2007⁽⁹⁾		J⁽⁹⁾	V	242⁽⁹⁾		01/01/2009	01/01/2015	Common Stock	242⁽⁹⁾	$0.00	2,662⁽¹⁰⁾	D
Employee Stock Options (Right-to-Buy)	$42	12/14/2007⁽⁹⁾		J⁽¹¹⁾	V	1,100⁽¹¹⁾		12/14/2007⁽¹¹⁾	02/07/2016	Common Stock	1,100⁽¹¹⁾	$0.00	12,100⁽¹²⁾	D
Employee Stock Options (Right-to-Buy)	$56.75	12/14/2007⁽⁹⁾		J⁽¹³⁾	V	700⁽¹³⁾		12/14/2007⁽¹³⁾	12/06/2012	Common Stock	700⁽¹³⁾	$0.00	7,700⁽¹⁴⁾	D
Employee Stock Options (Right-to-Buy)	$35.5	01/31/2008		M			8,858	01/01/2003	01/01/2013	Common Stock	8,858	$0.00	0	D

Explanation of Responses:

1. Stock dividend of .10 share of common stock for each share held that was paid on 12/14/2007

2. Amount reflects stock dividend of .10 share of common stock for each share held that was paid on 12/14/2007

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 12/14/2007. Includes 2,761 shares paid to spouse of Reporting Person; 268 shares paid to spouse of Reporting Person as custodian for minor child and 268 shares paid to an adult son of Reporting Person residing at the same address as Reporting Person to which Reporting Person disclaims beneficial ownership

5. Includes 30,372 shares held by spouse of Reporting Person; 2,948 shares held by spouse of Reporting Person as custodian for minor child and 2,948 shares held by adult son of Reporting Person residing at the same address as Reporting Person to which Reporting Person disclaims beneficial ownership

6. Gift of stock to family (302 shares to spouse of Reporting Person as custodian for minor and 302 shares to each of 2 adult children) and 480 shares to a chartible organization

7. Gift of stock to family (302 shares to spouse of Reporting Person as custodian of minor child and 302 shares to an adult son residing at same address as Reporting Person to which Reporting Person disclaims beneficial ownership)

8. Includes 30,372 shares held by spouse of Reporting Person; 3,250 shares held by spouse of Reporting Person as custodian for minor child and 3,250 shares held by an adult son 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 share of common stock for each option held

10. Amount reflects stock dividend of .10 share of common stock for each option held

11. Allocation of stock dividend of .10 of common stock for each option held.These options become exercisable at 20% per year over 5 years vesting period of the original option grant. Accordingly, 440 options are immediately exercisable and the remaining 660 option will become exercisable over the remaining 3 years on the anniversary of the grant commencing 02/07/2008 (220 options per year)

12. Options become exerciseable at 20% per year over 5 years beginning on the original option grant date of 02/07/2006. Accordingly, 4,840 options are presently exercisable and the remaining 7,260 options will become exercisable over the remaining 3 years on the anniversary of the original option grant 02/07/2008 (2,420 options per year)

13. Allocation of stock dividend of .10 of common stock for each option held. These options become exercisable at 20% per year over the 5 year vesting period of the orignal grant. Accordingly, 140 options are immediately exercisable and the remainding 560 options will become exercisable over the remaining 4 years on the anniversary of the original option grant commencing 12/06/2008 (140 options per year)

14. Options become exerciseable at 20% per year over 5 years, beginning on the original option grant date of 12/06/2007. Accordingly, 1,540 options are presently exercisable and the remainding 6,160 otions will become exerciseable over the remaining 4 years on the anniversary of the original option grant commencing 12/06/2008 (1,540 options per year)

Remarks:

	//s/James J. Landy	02/04/2007
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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