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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 [ HVB ]

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)
02/03/2012

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	12/05/2011		J⁽¹⁾	V	11,821⁽¹⁾	A	$0.00	130,031⁽²⁾	D
Common Stock	12/05/2011		J⁽¹⁾	V	721⁽¹⁾	A	$0.00	7,938⁽²⁾⁽³⁾	D
Common Stock	12/05/2011		J⁽¹⁾	V	7,794⁽¹⁾	A	$0.00	85,751⁽²⁾⁽⁴⁾	I	by Spouse
Common Stock	12/07/2011		G⁽⁵⁾	V	1,854⁽⁵⁾	D	$0.00	128,177	D
Common Stock	12/07/2011		G	V	618⁽⁶⁾	A	$0.00	86,369⁽⁷⁾	I	by Spouse
Common Stock	02/03/2012		P		1,000	A	$17.75	129,177	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)	$18.74⁽⁸⁾	12/05/2011		J⁽⁹⁾	V	354		⁽¹⁰⁾	01/01/2015	Common Stock	354	$0.00	3,896⁽²⁾	D
Employee Stock Options (Right-to-Buy)	$23.71⁽⁸⁾	12/05/2011		J⁽⁹⁾	V	1,610		⁽¹¹⁾	02/07/2016	Common Stock	1,610	$0.00	17,710⁽²⁾	D
Employee Stock Options (Right-to-Buy)	$35.25⁽⁸⁾	12/05/2011		J⁽⁹⁾	V	1,024		⁽¹²⁾	12/06/2012	Common Stock	1,024	$0.00	11,269⁽²⁾	D

Explanation of Responses:

1. Stock dividend of .10 share of common stock for each share held at close of business on 11/23/2011, that was paid on 12/05/2011.

2. Amount reflects stock dividend of .10 share of common stock for each share or option held at close of business on 11/23/2011, that was paid on 12/05/2011.

3. Held jointly with spouse.

4. Includes 79,869 shares held by spouse of Reporting Person; 5,882 shares held by spouse of Reporting Person as custodian for minor child.

5. Gift of stock to family 618 shares to each of 2 adult children and 618 shares to spouse of Reporting Person as custodian of minor children.

6. Gift of stock from Reporting Person to spouse of Reporting Person as custodian of minor child.

7. Includes 79,869 shares held by spouse of Reporting Person; 6,500 shares held by spouse of Reporting Person as custodian for minor child.

8. Option grant price has been adjusted to reflect the allocation of 10% stock dividends.

9. Allocation of stock dividend of .10 share of common stock for each option.

10. Options became exercisable at 20% per year over 5 years on the anniversary of the grant, beginning on the date of the original grant of 01/01/2005. Accordingly, all options are presently exercisable.

11. Options became exercisable at 20% per year over 5 years on the anniversary of the grant, beginning on the date of the original grant of 02/07/2006. Accordingly, all options are presently exercisable.

12. Options became exercisable at 20% per year over 5 years on the anniversary of the grant, beginning on the date of the original grant of 12/06/2007. Accordingly, all options are presently exercisable.

Remarks:

	/s/James J. Landy	02/03/2012
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.