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^*

Indiveri Michael J.

(Last)

(First)

(Middle)

C/O 21 SCARSDALE RD

(Street)

YONKERS

10707

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HUDSON VALLEY HOLDING CORP [ HVB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President & CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2014

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	12/30/2014		A		1,918⁽¹⁾	A	$0.00	10,708⁽²⁾⁽³⁾⁽⁴⁾	D
Common Stock	12/30/2014		M		1,918⁽⁵⁾	A	$0.00⁽⁶⁾	12,626⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾	D
Common Stock								7,325⁽⁸⁾	I	by LLC
Common Stock								1,500⁽⁹⁾	D
Common Stock								4,500	I	by IRA

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)
Restricted Stock Units	$0.00⁽⁶⁾	12/30/2014		A		1,918		⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,918	$0.00	1,918	D
Restricted Stock Units	$0.00⁽⁶⁾	12/30/2014		M			1,918	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	1,918	$0.00	0	D

Explanation of Responses:

1. Restricted Stock Award of 1,918 shares which vested 100% on the date of grant of 12/30/2014.

2. Includes Restricted Stock Award of 1,918 shares which vested immediately upon grant. Accordingly, 1,918 shares vested on 12/30/2014.

3. Includes 1,290 shares of Restricted Stock Award which vest over 3 years on the anniversary of the grant commencing 02/20/2015, at a rate of 33.3% for each year (430 shares will vest on each of 02/20/2015, 02/20/2016 and 02/20/2017).

4. Includes 3,750 shares of Restricted Stock Award which vest over 4 years on the anniversary of the grant commencing 05/10/2014, at a rate of 20% for each of the first and second years and at a rate of 30% for each of the third and fourth years (750 shares vested on 05/10/2014, 750 shares will vest on 05/10/2015 and 1,125 shares will vest on each of 05/10/2016 and 05/10/2017).

5. Vesting of Restricted Stock Units, representing 1,918 shares, which were granted on 12/30/2014.

6. Restricted Stock Units are convertible into common stock on a one-for-one basis.

7. Includes Restricted Stock Units, representing 1,918 shares, which vested on 12/30/2014.

8. Held through LLC owned jointly by Reporting Person and spouse of Reporting Person.

9. Held jointly with spouse.

10. On 12/30/2014, the Reporting Person was granted 1,918 Restricted Stock Units which vested immediately upon grant.

Remarks:

	/s/ Michael J. Indiveri	01/02/2014
	** 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).
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