SEC FORM 4

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^*

HALES THOMAS E

(Last)

(First)

(Middle)

100 DUTCH HILL ROAD

(Street)

ORANGEBURG

10962

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
USB HOLDING CO INC [ UBH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & Chairman

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/01/2008		D		1,630,160.34	D	⁽¹⁾	0	D
Common Stock	01/01/2008		D		199,711.02	D	⁽¹⁾	0	I	By Spouse
Common Stock	01/01/2008		D		262,578.43	D	⁽¹⁾	0	I	Foundation
Common Stock	01/01/2008		D		190,714	D	⁽¹⁾	0	I	Hales Family LLC I
Common Stock	01/01/2008		D		456,000	D	⁽¹⁾	0	I	Hales Family LLC II
Common Stock	01/01/2008		D		335,446.993	D	⁽¹⁾	0	I	KSOP

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$24.53	01/01/2008		U			92,207	12/26/2009	12/26/2016	Common Stock	92,207	⁽²⁾	0	D
Stock Option (Right to Buy)	$14.11	01/01/2008		U			135,282	11/20/1998	05/20/2008	Common Stock	135,282	⁽²⁾	0	D
Stock Option (Right to Buy)	$12.02	01/01/2008		U			50,752	06/23/1999	12/23/2008	Common Stock	50,752	⁽²⁾	0	D
Stock Option (Right to Buy)	$24.34	01/01/2008		U			4,517	09/15/2004	03/16/2009	Common Stock	4,517	⁽²⁾	0	D
Stock Option (Right to Buy)	$10.14	01/01/2008		U			113,409	10/07/1999	04/07/2009	Common Stock	113,409	⁽²⁾	0	D
Stock Option (Right to Buy)	$21.81	01/01/2008		U			1,600	10/15/2004	04/15/2009	Common Stock	1,600	⁽²⁾	0	D
Stock Option (Right to Buy)	$24.06	01/01/2008		U			4,156	09/14/2005	03/14/2010	Common Stock	4,156	⁽²⁾	0	D
Stock Option (Right to Buy)	$10.94	01/01/2008		U			133,228	10/13/2000	04/13/2010	Common Stock	133,288	⁽²⁾	0	D
Stock Option (Right to Buy)	$10.41	01/01/2008		U			14,338	11/10/2000	05/10/2010	Common Stock	14,338	⁽²⁾	0	D
Stock Option (Right to Buy)	$24.12	01/01/2008		U			1,520	04/12/2007	04/12/2011	Common Stock	1,520	⁽²⁾	0	D
Stock Option (Right to Buy)	$24.12	01/01/2008		U			1,519	04/12/2008	04/12/2011	Common Stock	1,519	⁽²⁾	0	D
Stock Option (Right to Buy)	$24.12	01/01/2008		U			1,520	04/12/2009	04/12/2011	Common Stock	1,520	⁽²⁾	0	D
Stock Option (Right to Buy)	$24.12	01/01/2008		U			1,382	04/18/2008	04/18/2012	Common Stock	1,382	⁽²⁾	0	D
Stock Option (Right to Buy)	$24.12	01/01/2008		U			1,381	04/18/2009	04/18/2012	Common Stock	1,381	⁽²⁾	0	D
Stock Option (Right to Buy)	$24.12	01/01/2008		U			1,382	04/18/2010	04/18/2012	Common Stock	1,382	⁽²⁾	0	D
Stock Option (Right to Buy)	$14.16	01/01/2008		U			135,950	11/08/2002	05/08/2012	Common Stock	135,950	⁽²⁾	0	D
Stock Option (Right to Buy)	$13.72	01/01/2008		U			18,453	11/24/2002	05/24/2012	Common Stock	18,453	⁽²⁾	0	D
Stock Option (Right to Buy)	$14.04	01/01/2008		U			5,041	07/16/2003	01/16/2013	Common Stock	5,041	⁽²⁾	0	D
Stock Option (Right to Buy)	$14.41	01/01/2008		U			142,370	10/16/2003	04/16/2013	Common Stock	142,370	⁽²⁾	0	D
Stock Option (Right to Buy)	$19.83	01/01/2008		U			140,769	10/15/2004	10/15/2014	Common Stock	140,769	⁽²⁾	0	D
Stock Option (Right to Buy)	$21.87	01/01/2008		U			877	09/14/2005	03/14/2015	Common Stock	877	⁽²⁾	0	D
Stock Option (Right to Buy)	$19.29	01/01/2008		U			157,926	11/03/2005	05/03/2015	Common Stock	157,926	⁽²⁾	0	D
Stock Option (Right to Buy)	$21.93	01/01/2008		U			45,937	04/12/2007	04/12/2016	Common Stock	45,937	⁽²⁾	0	D
Stock Option (Right to Buy)	$21.93	01/01/2008		U			45,937	04/12/2008	04/12/2016	Common Stock	45,937	⁽²⁾	0	D
Stock Option (Right to Buy)	$21.93	01/01/2008		U			45,937	04/12/2009	04/12/2016	Common Stock	45,937	⁽²⁾	0	D
Stock Option (Right to Buy)	$24.53	01/01/2008		U			92,907	12/26/2007	12/26/2016	Common Stock	92,907	⁽²⁾	0	D
Stock Option (Right to Buy)	$24.53	01/01/2008		U			92,906	12/26/2008	12/26/2016	Common Stock	92,906	⁽²⁾	0	D
Stock Option (Right to Buy)	$21.93	01/01/2008		U			46,075	04/18/2008	04/18/2017	Common Stock	46,075	⁽²⁾	0	D
Stock Option (Right to Buy)	$21.93	01/01/2008		U			46,075	04/18/2009	04/18/2017	Common Stock	46,075	⁽²⁾	0	D
Stock Option (Right to Buy)	$21.93	01/01/2008		U			46,075	04/18/2010	04/18/2017	Common Stock	46,075	⁽²⁾	0	D

Explanation of Responses:

1. Cancelled in exchange for $8.925 in cash and 0.455 shares of common stock of KeyCorp per share (the "Per Share Merger Consideration").

2. Cancelled in exchange for a cash payment (less any applicable withholdings) representing the difference between the exercise price and the Per Share Merger Consideration.

	/s/Catherine Martini by Power of Attorney for Thomas E. Hales	12/31/2007
	** 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).
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