| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HUDSON CITY BANCORP INC [ HCBK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/17/2012 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/17/2012 | M | 229,720 | A | $5.53 | 382,918 | D | |||
| Common Stock, par value $0.01 per share | 02/17/2012 | S | 229,720(4) | D | $7.02(3) | 153,198 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $5.53 | 02/17/2012 | M | 229,720 | 01/13/2003 | 04/15/2012 | Common Stock | 229,720 | $0 | 0 | D | ||||
| Stock Option (Right to Buy) | $13.47 | 04/26/2011 | 04/25/2020 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Option (Right to Buy) | $12.81 | 04/24/2010 | 04/23/2019 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Option (Right to Buy) | $18.84 | 04/24/2009 | 04/23/2018 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Option (Right to Buy) | $13.35 | 04/27/2008 | 04/26/2017 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Option (Right to Buy) | $12.76 | 07/21/2007 | 07/20/2016 | Common Stock | 50,000 | 50,000 | D | ||||||||
| Stock Option (Right to Buy) | $9.5 | (1) | 04/24/2021 | Common Stock | 22,917 | 22,917 | D | ||||||||
| Phantom Stock Units | $0(2) | (2) | (2) | Common Stock | 5,790 | 5,790 | D | ||||||||
| Explanation of Responses: |
| 1. Option grant on April 25, 2011 to purchase 22,917 shares of common stock at $9.50 per share pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan (the "Plan"). Such options will vest on April 25, 2012. |
| 2. Award on April 25, 2011, pursuant to the Plan. The units will vest on April 25, 2012 based on continued service through such date. Vested units will be converted to and settled in an equal number of shares of the issuer's common stock on the first day of the calendar month following the sixth month anniversary of termination of service as a director. The reporting person has also been granted dividend equivalent rights, for both vested and unvested units, payable in cash if, as and when dividends are declared and paid on common stock. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.00 to $7.04, inclusive. The reporting person undertakes to provide to Hudson City Bancorp, Inc., any security holder of Hudson City Bancorp, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 3 of this Form 4. |
| 4. The shares sold were acquired through the exercise of stock options. All of these options expire in April 2012 and, therefore, must be exercised or forfeited within the next 2 months. |
| Remarks: |
| Veronica A. Olszewski, Attorney-in-fact | 02/22/2012 | |
| ** 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. | ||