X0306 4 2015-06-30 1 0000722256 HUDSON VALLEY HOLDING CORP HVB 0001593478 Blose James P C/O 21 SCARSDALE ROAD YONKERS NY 10707 0 1 0 0 EVP, General Counsel Common Stock 2015-06-30 4 F 0 706 D 7226 D Common Stock 2015-06-30 4 D 0 7226 D 0 D Common Stock 2015-06-30 4 D 0 1000 D 0 I by IRA Stock Options (Right-to--Buy) 26.46 2015-06-30 4 D 0 1325 D 2006-10-02 2016-10-02 Common Stock 1325 0 D Restricted Stock Units 0.00 2015-06-30 4 A 0 2900 0.00 A Common Stock 2900 2900 D Restricted Stock Units 0.00 2015-06-30 4 D 0 2900 D Common Stock 2900 0 D Accelerated vesting of 967 shares of Restricted Stock scheduled to vest on 2/20/2016 and 966 shares of Restricted Stock scheduled to vest on 2/20/2017. The vesting of these shares was accelerated on June 30, 2015 in connection with the consummation of the merger of the Issuer with and into Sterling Bancorp. Of the total of 1,933 shares that vested, 706 shares were withheld for the payment of taxes. Price calculated as the product of (i) the market value of $14.714 per share of Sterling Bancorp common stock 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")) multiplied by (ii) the exchange ratio of 1.92 shares of Sterling Bancorp common stock for each share of Issuer common stock. Includes 744 shares held jointly with spouse. Disposed of pursuant to the Agreement and Plan of Merger between the Issuer and Sterling Bancorp (the "Merger Agreement") in exchange for 13,873 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 $13.54 in lieu of a fractional share of Sterling Bancorp common stock. Disposed of pursuant to the Merger Agreement in exchange for 1,920 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). Represents Non-Qualified Stock Options granted under the Issuer's 2002 Stock Option Plan to the Reporting Person in his capacity as an outside legal advisor to the Issuer. 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. Restricted Stock Units are convertible into common stock on a one-for-one basis. Accelerated vesting of previously granted Restricted Stock Units that was contingent upon the achievement of specified performance criteria. The specified performance criteria are deemed to have been met as a result of the merger. 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 Restricted Stock Unit multiplied by (ii) 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. /s/ James P. Blose 2015-07-02