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^*

SKUTHAN FRANK

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP&COO of HUVL Operating Sub

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2010

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	02/08/2010		M		902	A	$36.5	902	D
Common Stock	02/08/2010		M		1,810	A	$36.5	2,712	D
Common Stock	02/08/2010		M		2,717	A	$36.5	5,429	D
Common Stock	02/08/2010		M		3,625	A	$36.5	9,054	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)	$36.5	12/17/2009		J⁽¹⁾	V	82⁽¹⁾		12/17/2009⁽¹⁾	08/14/2010	Common Stock	82⁽¹⁾	$0.00	902⁽²⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/17/2009		J⁽¹⁾	V	164⁽¹⁾		12/17/2009⁽¹⁾	08/14/2010	Common Stock	164⁽¹⁾	$0.00	1,810⁽²⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/17/2009		J⁽¹⁾	V	247⁽¹⁾		12/17/2009⁽¹⁾	08/14/2010	Common Stock	247⁽¹⁾	$0.00	2,717⁽²⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/17/2009		J⁽¹⁾	V	329⁽¹⁾		12/17/2009⁽¹⁾	08/14/2010	Common Stock	329⁽¹⁾	$0.00	3,625⁽²⁾	D
Employee Stock Options (Right-to-Buy)	$33.75	12/17/2009		J⁽¹⁾	V	42⁽¹⁾		12/17/2009⁽¹⁾	01/01/2011	Common Stock	42⁽¹⁾	$0.00	468⁽²⁾	D
Employee Stock Options (Right-to-Buy)	$33.75	12/17/2009		J⁽¹⁾	V	42⁽¹⁾		12/17/2009⁽¹⁾	01/01/2011	Common Stock	42⁽¹⁾	$0.00	468⁽²⁾	D
Employee Stock Options (Right-to-Buy)	$33.75	12/17/2009		J⁽¹⁾	V	42⁽¹⁾		12/17/2009⁽¹⁾	01/01/2011	Common Stock	42⁽¹⁾	$0.00	468⁽²⁾	D
Employee Stock Options (Right-to-Buy)	$33.75	12/17/2009		J⁽¹⁾	V	42⁽¹⁾		12/17/2009⁽¹⁾	01/01/2011	Common Stock	42⁽¹⁾	$0.00	468⁽²⁾	D
Employee Stock Options (Right-to-Buy)	$33.75	12/17/2009		J⁽¹⁾	V	42⁽¹⁾		12/17/2009⁽¹⁾	01/01/2011	Common Stock	42⁽¹⁾	$0.00	468⁽²⁾	D
Employee Stock Options (Right-to-Buy)	$35.5	12/17/2009		J⁽¹⁾	V	114⁽¹⁾		12/17/2009⁽¹⁾	01/01/2012	Common Stock	114⁽¹⁾	$0.00	1,260⁽²⁾	D
Employee Stock Options (Right-to-Buy)	$35.5	12/17/2009		J⁽¹⁾	V	114⁽¹⁾		12/17/2009⁽¹⁾	01/01/2012	Common Stock	114⁽¹⁾	$0.00	1,260⁽²⁾	D
Employee Stock Options (Right-to-Buy)	$35.5	12/17/2009		J⁽¹⁾	V	114⁽¹⁾		12/17/2009⁽¹⁾	01/01/2012	Common Stock	114⁽¹⁾	$0.00	1,260⁽²⁾	D
Employee Stock Options (Right-to-Buy)	$35.5	12/17/2009		J⁽¹⁾	V	114⁽¹⁾		12/17/2009⁽¹⁾	01/01/2012	Common Stock	114⁽¹⁾	$0.00	1,260⁽²⁾	D
Employee Stock Options (Right-to-Buy)	$35.5	12/17/2009		J⁽¹⁾	V	114⁽¹⁾		12/17/2009⁽¹⁾	01/01/2012	Common Stock	114⁽¹⁾	$0.00	1,260⁽²⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/17/2009		J⁽¹⁾	V	91⁽¹⁾		12/17/2009⁽¹⁾	01/01/2013	Common Stock	91⁽¹⁾	$0.00	1,010⁽²⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/17/2009		J⁽¹⁾	V	91⁽¹⁾		12/17/2009⁽¹⁾	01/01/2013	Common Stock	91⁽¹⁾	$0.00	1,010⁽²⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/17/2009		J⁽¹⁾	V	91⁽¹⁾		12/17/2009⁽¹⁾	01/01/2013	Common Stock	91⁽¹⁾	$0.00	1,010⁽²⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/17/2009		J⁽¹⁾	V	91⁽¹⁾		12/17/2009⁽¹⁾	01/01/2013	Common Stock	91⁽¹⁾	$0.00	1,010⁽²⁾	D
Employee Stock Options (Right-o-Buy)	$36.5	12/17/2009		J⁽¹⁾	V	91⁽¹⁾		12/17/2009⁽¹⁾	01/01/2013	Common Stock	91⁽¹⁾	$0.00	1,010⁽²⁾	D
Employee Stock Options (Right-to-Buy)	$36.25	12/17/2009		J⁽¹⁾	V	360⁽³⁾		12/17/2009⁽¹⁾	01/01/2014	Common Stock	360⁽³⁾	$0.00	3,970⁽⁴⁾	D
Employee Stock Options (Right-to-Buy)	$36.5	12/17/2009		J⁽¹⁾	V	275⁽⁵⁾		12/17/2009⁽⁵⁾	01/01/2015	Common Stock	275⁽⁵⁾	$0.00	3,045⁽⁶⁾	D
Emplpyee Stock Options (Right-to-Buy)	$42	12/17/2009		J⁽¹⁾	V	435⁽⁷⁾		12/17/2009⁽⁷⁾	02/07/2016	Common Stock	435⁽⁷⁾	$0.00	4,820⁽⁸⁾	D
Employee Stock Options (Right-to-Buy)	$56.75	12/17/2009		J⁽¹⁾	V	295⁽⁹⁾		12/17/2009⁽⁹⁾	12/06/2012	Common Stock	295⁽⁹⁾	$0.00	3,275	D
Employee Stock Options (Right-to-Buy)	$36.5	02/08/2010		M			902	08/14/2001	08/14/2010	Common Stock	902	$0.00	0	D
Employee Stock Options (Right-to-Buy)	$36.5	02/08/2010		M			1,810	08/14/2002	08/14/2010	Common Stock	1,810	$0.00	0	D
Employee Stock Options (Right-to-Buy)	$36.5	02/08/2010		M			2,717	08/14/2003	08/14/2010	Common Stock	2,717	$0.00	0	D
Employee Stock Options (Right-to-Buy)	$36.5	02/08/2010		M			3,625	08/14/2004	08/14/2010	Common Stock	3,625	$0.00	0	D

Explanation of Responses:

1. Allocation of stock dividend of .10 share of common stock for each option held

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

3. 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, 360 options are immediately exercisable.

4. Amount reflects stock dividend of .10 share of common stock for each option held that was paid on 12/17/2009. Options become exercisable at 20% per year over 5 years beginning on the first anniversary of the original grant date of 01/01/2004. Accordingly, 3,970 options are presently exercisable.

5. Allocation of stock dividend of .10 share of common stock for each option held. These options become exercisable at 20% per year over the 5 year vesting period of the original grant. Accordingly, 220 options are immediately exercisable and the remaining 55 options wiil become exercisable over the remaining year on the anniversary of the original option grant commencing 01/01/2005 .

6. Amount reflects stock dividend of .10 share of common stock for each option held that was paid on 12/17/2009. Options become exercisable at 20% per year over 5 years beginning on the first anniversary of the original grant date of 01/01/2005. Accordingly, 2,436 options are presently exercisable and the remaining 609 options will become exercisable over the remaining year on the anniversary of the original grant 01/01/2005.

7. Allocation of stock dividend of .10 share of common stock for each option held. These options become exercisable at 20% per year over the 5 year vesting period of the original grant. Accordingly, 261 options are immediately exercisable and the remaining 174 options wiil become exercisable over the remaining 2 years on the anniversary of the original option grant commencing 02/07/2006 (87 options per year).

8. Amount reflects stock dividend of .10 share of common stock for each option held that was paid on 12/17/2009. Options become exercisable at 20% per year over 5 years beginning on the first anniversary of the original grant date of 02/07/2006. Accordingly, 2,892 options are presently exercisable and the remaining 1,928 options will become exercisable over the remaining 2 years on the anniversary of the original grant 02/07/2006 (964 options per year).

9. Allocation of stock dividend of .10 share of common stock for each option held. These options become exercisable at 20% per year over the 5 year vesting period of the original grant. Accordingly, 118 options are immediately exercisable and the remaining 177 options wiil become exercisable over the remaining 3 years on the anniversary of the original option grant commencing 12/06/2007 (59 options per year)

Remarks:

	/s/ Stephen R. Brown (Stephen R. Brown as Attorney-in-Fact for Frank J. Skuthan)	02/10/2010
	** 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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