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*
Reinhart Andrew J

(Last) (First) (Middle)
C/O 21 SCARSDALE ROAD

(Street)
YONKERS NY 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
X Officer (give title below) Other (specify below)
1stSVP/Controller/AsstTreasr
3. Date of Earliest Transaction (Month/Day/Year)
11/05/2014
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)
Code V Amount (A) or (D) Price
Common Stock 11/05/2014 M 5,637 A $18.78 30,453(1)(2)(3)(4) D
Common Stock 11/05/2014 S 5,637 D $24.8 24,816(1)(2)(3)(4) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right-to-Buy) $18.78 11/05/2014 M 5,637 (5) 01/01/2015 Common Stock 5,637 $0.00 0 D
Employee Stock Options (Right-to-Buy) $23.76 (6) 02/07/2016 Common Stock 5,126 5,126 D
Explanation of Responses:
1. Includes 2,172 shares of Restricted Stock which vest at 25% per year over 4 years, beginning on the date of the grant (March 6, 2013). Accordingly, 1,086 shares have vested and 543 shares will vest on each of 03/06/2015 and 03/06/2016.
2. Includes 1,980 shares of Restricted Stock which vest at 25% per year over 4 years beginning on the date of the grant (03/14/2012). Accordingly, 1,485 shares have vested and 495 shares will vest on 03/14/2015.
3. Includes 12,750 shares of Restricted Stock from an original grant of 15,000 shares of Restricted Stock which vest 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, 2,250 shares vested on 12/7/2013, 2,250 shares will vest on 12/7/2014 and 5,250 shares will vest on each of 12/7/2015 and 12/7/2016.
4. Includes 1,976 shares of Restricted Stock Award which vest over 3 years on the anniversary of the grant commencing 02/20/2015, at a rate of 33.3% for each year (659 shares will vest on each of 02/20/2015 and 02/20/2016 and 658 shares will vest on 02/20/2017).
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 Andrew J. Reinhart) 11/06/2014
** 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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