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 [ HVB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2013

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	11/19/2013		M		4,801	A	$16.99	57,010⁽¹⁾⁽²⁾⁽³⁾	D
Common Stock	11/19/2013		S		401	D	$19.41	56,609⁽¹⁾⁽²⁾⁽³⁾	D
Common Stock	11/19/2013		S		4,000	D	$19.45	52,609⁽¹⁾⁽²⁾⁽³⁾	D
Common Stock	11/19/2013		S		400	D	$19.55	52,209⁽¹⁾⁽²⁾⁽³⁾	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)	$16.99	11/19/2013		M			4,801	⁽⁴⁾	01/01/2014	Common Stock	4,801	$0.00	0	D
Employee Stock Options (Right to Buy)	$18.85							⁽⁵⁾	01/01/2015	Common Stock	3,679		3,679	D
Employee Stock Options (Right to Buy)	$23.77							⁽⁶⁾	01/01/2016	Common Stock	5,830		5,830	D

Explanation of Responses:

1. Includes 1,102 shares of Restricted Stock which vest over 3 years commencing on 03/06/2014 at a rate of 1/3 for each of the three years. Accordingly, 368 shares will vest on 03/06/2014 and 367 shares will vest on each of 03/06/2015 and 03/06/2016. Also includes 2,198 shares of Restricted Stock that vested on 10/31/2013 upon the achievement of specified performance criteria.

2. Includes 21,409 shares held jointly by Reporting Person and spouse.

3. Includes 27,500 shares of Restricted Stock which vest over 4 years on the anniversary of the grant commencing 12/7/2013, at a rate of 15% for each of the first and second years and a rate of 35% for each of the third and fourth years. Accordingly, 4,125 shares will vest on each of 12/7/2013 and 12/7/2014 and 9,625 shares will vest on each of 12/7/2015 and 12/7/2016.

4. Options became exercisable at 20% per year over 5 years on the anniversary of the grant, beginning on the date of the first anniversary of the original grant of 01/01/2004. Accordingly, all options are presently exercisable.

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

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

Remarks:

	/s/ Michael J. Indiveri (Michael J. Indiveri as Attorney-in-Fact for Frank J. Skuthan)	11/20/2013
	** 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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