0001209191-15-059083.txt : 20150702 0001209191-15-059083.hdr.sgml : 20150702 20150702180518 ACCESSION NUMBER: 0001209191-15-059083 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150630 FILED AS OF DATE: 20150702 DATE AS OF CHANGE: 20150702 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON VALLEY HOLDING CORP CENTRAL INDEX KEY: 0000722256 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 133148745 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 21 SCARSDALE ROAD CITY: YONKERS STATE: NY ZIP: 10707 BUSINESS PHONE: 9149616100 MAIL ADDRESS: STREET 1: 21 SCARSDALE ROAD CITY: YONKERS STATE: NY ZIP: 10707 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BROWN STEPHEN R CENTRAL INDEX KEY: 0001191169 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-34453 FILM NUMBER: 15971367 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2015-06-30 2015-07-01 1 0000722256 HUDSON VALLEY HOLDING CORP HVB 0001191169 BROWN STEPHEN R C/O 21 SCARSDALE ROAD YONKERS NY 10707 1 1 0 0 President & CEO Common Stock 2015-06-30 4 D 0 146588 D 0 D Common Stock 2015-06-30 4 D 0 2433 D 0 I by IRA Employee Stock Options (Right-to-Buy) 23.73 2015-06-30 4 D 0 6868 D 2016-02-07 Common Stock 6868 0 D Disposed of pursuant to the Agreement and Plan of Merger between the Issuer and Sterling Bancorp (the "Merger Agreement") in exchange for 281,448 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the average of the closing sales price of Sterling Bancorp common stock on the New York Stock Exchange for the five trading days ending on the day preceding the closing date of the merger (the "Market Value of Sterling Common Stock")) and cash of $14.13 in lieu of a fractional share of Sterling Bancorp common stock. Disposed of pursuant to the Merger Agreement in exchange for 4,671 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $5.30 in lieu of a fractional share of Sterling Bancorp common stock. Options became exercisable at 20% per year over 5 years, beginning on the date of the original grant of 02/07/2006. Accordingly, all options are presently exercisable. Cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (i) the number of shares of Issuer common stock subject to the option multiplied by (ii) the excess, if any, of $28.251 (which is the product of (a) the exchange ratio of 1.92 shares of Sterling Bancorp common stock for each share of Issuer common stock multiplied by (b) the Market Value of Sterling Common Stock) over the exercise price per share of Issuer common stock underlying such option. This amendment to the originally filed Form 4 is being made to correct the footnote descriptions of the market value of Sterling Bancorp Common Stock on the effective date of the merger and the amount of cash in lieu of a fractional share of Sterling Bancorp common stock. This amendment also makes minor revisions to the language in footnote (4). /s/ James P. Blose (James P. Blose as Attorney-in-Fact for Stephen R. Brown) 2015-07-02 EX-24.4A_593836 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Covering SEC Filings Only) The undersigned, an officer, director or holder of 10% or more of the outstanding shares of Common Stock of Hudson Valley Holding Corp. (the "Company"), hereby appoints each of James P. Blose, the Executive Vice President, General Counsel & Secretary of the Company, and Michael E. Finn, the Executive Vice President, Chief Risk Officer of Hudson Valley Bank, each acting singly rather than jointly, as attorney in filing on behalf of the undersigned all reports on Form 3, Form 4 and Form 5, required to be filed by the undersigned, in his/her capacity as an officer, director or holder of 10% or more of the outstanding shares of Common Stock of the Company, pursuant to Section 16(a) of the Securities and Exchange Act of 1934, as amended. The foregoing appointment shall remain in effect until revoked in writing by the undersigned or until six months following the date on which the undersigned is no longer an officer, director or holder of 10% or more of the outstanding voting securities of the Company. Executve this 5th day of June, 2015 Signature: /s/ Stephen R. Brown