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) 04/28/2014 | ||||||||||||||||||||||||||
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/share | 04/28/2014 | A | 71,950(1) | A | $0 | 2,124,630 | D | |||
Common Stock, par value $0.01/share | 04/28/2014 | F | 23,814(2) | D | $9.89 | 2,100,816 | D | |||
Common Stock, par value $0.01/share | 67,806 | I | By ESOP | |||||||
Common Stock, par value $0.01/share | 29,611 | I | By GRAT(3) | |||||||
Common Stock, par value $0.01/share | 14,562 | I | By PIB(4) | |||||||
Common Stock, par value $0.01/share | 6,412 | I | By IRA |
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) | $9.5 | 04/28/2014 | A | 195,100 | (5) | 03/14/2021 | Common Stock | 195,100 | $0 | 195,100 | D | ||||
Deferred Stock Units | $0(6) | 04/28/2014 | A | 125,900 | (6) | (6) | Common Stock | 125,900 | $0 | 125,900 | D | ||||
Deferred Stock Units | $0(7) | 04/28/2014 | A | 71,950 | (7) | (7) | Common Stock | 71,950 | $0 | 71,950 | D | ||||
Stock Option (Right to Buy) | $12.76 | 07/21/2009 | 07/20/2016 | Common Stock | 750,000 | 750,000 | D | ||||||||
Stock Option (Right to Buy) | $15.69 | 01/25/2011 | 01/24/2018 | Common Stock | 375,000 | 375,000 | D | ||||||||
Stock Option (Right to Buy) | $12.76 | 01/20/2009 | 07/20/2016 | Common Stock | 375,000 | 375,000 | D | ||||||||
Stock Option (Right to Buy) | $13.78 | 01/26/2010 | 01/25/2017 | Common Stock | 337,500 | 337,500 | D | ||||||||
Stock Option (Right to Buy) | $12.03 | 01/24/2012 | 01/22/2019 | Common Stock | 300,000 | 300,000 | D | ||||||||
Stock Option (Right to Buy) | $13.12 | 01/29/2013 | 01/18/2020 | Common Stock | 187,500 | 187,500 | D | ||||||||
Phantom Stock Units | $0(8) | (8) | (8) | Common Stock | 148,039 | 148,039 | D | ||||||||
Deferred Stock Units | $0(9) | (9) | (9) | Common Stock | 48,219 | 48,219 | D | ||||||||
Phantom Stock Units | $0(10) | (10) | (10) | Common Stock | 20,742 | 20,742 | D |
Explanation of Responses: |
1. Issued pursuant to Deferred Stock Unit Awards granted on March 15, 2011. These DSUs vested on April 28, 2014 due to 1) the satisfaction of certain performance measures as certified by the Company's Compensation Committee on April 28, 2014 and 2) continued service through March 15, 2014. |
2. Represents shares withheld at the direction of the Company's Compensation Committee to satisfy payroll tax withholding obligations with respect to the settlement of DSU awards. |
3. The shares reported are held in a grantor retained annuity trust that was established for the benefit of the reporting person's children. The reporting person is the grantor and the reporting person and his children serve as trustees. |
4. Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan. |
5. Performance stock option grant on March 15, 2011, to purchase 195,100 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan. These options vested on April 28, 2014 due to 1) the satisfaction of certain performance measures as certified by the Company's Compensation Committee on April 28, 2014 and 2) continued service through March 15, 2014. |
6. Represents the number of shares issuable upon future settlement of Deferred Stock Units (DSUs) granted on June 18, 2013 based on satisfaction of certain corporate performance measures, as certified by the Company's Compensation Committee on April 28, 2014. Service conditions on 41,966 of these DSUs were met on January 1, 2014. An additional 41,966 of these DSUs will vest on January 1, 2015 and the remainder will vest on January 1, 2016, assuming continued employment through such dates. 78,687 of these DSUs will be settled on June 18, 2016, and the remainder will be settled on June 18, 2019. Accelerated settlement of vested DSUs may occur in the event of death or disability. Pro-rated, accelerated vesting and settlement may occur in the event of discharge without cause or resignation with good reason following a change in control. |
7. Represents the number of shares issuable upon future settlement of Deferred Stock Units granted on March 15, 2011. These DSUs vested on April 28, 2014 due to 1) the satisfaction of certain performance measures as certified by the Company's Compensation Committee on April 28, 2014 and 2) continued service through March 15, 2014. These DSUs will be settled on March 15, 2017. Accelerated settlement of vested DSUs may occur in the event of death or disability, or in connection with a change in control. |
8. The reporting person is due, upon retirement, the equivalent dollar value of 148,039 shares of HCBK common stock as of December 31, 2013 through the Supplemental ESOP Benefit under the Benefit Maintenance Plan of Hudson City Savings Bank. |
9. Represents the number of shares issuable upon future settlement of Variable Deferred Stock Units granted on March 30, 2012 based on the Company's return on equity for 2012, as certified by the Compensation Committee of the Board of Directors on January 29, 2013. Such Variable Deferred Stock Units will vest and settle on March 30, 2015 assuming continued employment through such date. Pro-rated, accelerated vesting and settlement may occur in the event of death, disability, retirement. Accelerated vesting and settlement may also occur in the event of discharge without cause or resignation with good reason following a change in control. |
10. Phantom Stock acquired by the reporting person under the Hudson City Bancorp, Inc. Officers' Deferred Compensation Plan. The reporting person has elected that the funds accumulated in such Plan that are deemed invested in Hudson City Bancorp, Inc. Common Stock, including any additional dividend equivalents deemed reinvested with respect thereto, will be distributed to the reporting person only in shares of Hudson City Bancorp, Inc. Common Stock and would be distributable only on or about January 1st of the calendar year following the calendar year in which the reporting person terminates all service with Hudson City Bancorp, Inc. and its affiliated companies, unless another date of payment is provided under the terms of the Plans. This transaction reflects dividend equivalents deemed reinvested in Hudson City Bancorp, Inc. Common Stock under this Plan. |
Remarks: |
Variable Performance Deferred Stock Unit award, on 3/30/12, for 74,627 shares of common stock which will vest on 3/30/15. Performance Deferred Stock Unit award, on 3/30/12, for 160,061 shares of common stock which will vest on 3/30/15. Vesting is tied to satisfaction, by vesting dates, and approval by the Company's Compensation Committee, of certain corporate performance measures specific to each award, and continuous service by the reporting person through such dates. Under applicable SEC regulations, these awards are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied. |
Veronica A. Olszewski, Attorney-in-fact | 04/30/2014 | |
** 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. | ||
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. |