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*
Mahler Christopher L
(Last) (First) (Middle)
WEST 80 CENTURY ROAD
(Street)
PARAMUS NJ 07652
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HUDSON CITY BANCORP INC [ HCBK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
04/25/2011
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, par value $0.01 per share 04/25/2011 F 1,523(5) D $9.5 151,717(1) D
Common Stock, par value $0.01 per share 48,944(4) I By PIB(3)
Common Stock, par value $0.01 per share 26,049(4) I By ESOP
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
Stock Option (Right to Buy) $15.69 01/25/2011 01/24/2018 Common Stock 25,000 25,000 D
Stock Option (Right to Buy) $12.76 (2) 07/20/2016 Common Stock 50,000 50,000 D
Stock Option (Right to Buy) $12.22 01/13/2006 02/18/2014 Common Stock 32,060 32,060 D
Stock Option (Right to Buy) $12.76 01/20/2009 07/20/2016 Common Stock 25,000 25,000 D
Stock Option (Right to Buy) $13.78 01/26/2010 01/25/2017 Common Stock 22,500 22,500 D
Stock Option (Right to Buy) $11.91 01/13/2005 01/21/2014 Common Stock 16,029 16,029 D
Explanation of Responses:
1. The reported total includes 5,000 shares of unvested restricted stock awarded under the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan (the "Plan"), which will vest on January 23, 2012 subject only to continued employment through the vesting date.
2. Option grant on July 21, 2006 to purchase 50,000 shares of common stock pursuant to the Plan. 30,000 options vested on July 21, 2009 and the remaining 20,000 options will vest on July 21, 2011.
3. Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.
4. Since the reporting person's last report, a percentage of shares previously reported as indirectly beneficially owned in the PIB and ESOP, have been transferred to the reporting person's ex-wife pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by his ex-wife.
5. The reported transaction represents shares withheld by the issuer to satisfy payroll tax withholding obligations upon vesting of common stock pursuant to the Plan.
Remarks:
Performance Stock Option grant, on 1/19/10, to purchase 75,000 shares of common stock at $13.12 per share. These options have a 10-yr term ending 1/18/20 and become exercisable on 1/19/13. Performance Stock Option grant, on 1/23/09, to purchase 45,000 shares of common stock at $12.03 per share. These options have a 10-yr term ending 1/22/19 and become exercisable on 1/23/12. Terms may end earlier than 10 years in certain circumstances. Vesting is tied to satisfaction, by the exercisable dates, then certification of certain corporate performance measures specific to each grant, and continuous service by the reporting person through such dates. Under applicable SEC regulations, these option grants are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied.
Veronica A. Olszewski, Attorney-in-Fact 04/27/2011
** 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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