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^*

Klarer James A

(Last)

(First)

(Middle)

WEST 80 CENTURY ROAD

(Street)

PARAMUS

07652

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HUDSON CITY BANCORP INC [ HCBK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2009

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, par value $0.01 per share	03/13/2009		S		35,075	D	$10.5	132,408	D
Common Stock, par value $0.01 per share								42,784	I	By PIB⁽⁶⁾
Common Stock, par value $0.01 per share								36,266	I	By ESOP
Common Stock, par value $0.01 per share								17,313	D⁽¹⁾⁽²⁾
Common Stock, par value $0.01 per share								600	I	By Daughter

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)	$4.2							01/13/2003	01/09/2012	Common Stock	19,236		19,236	D
Stock Option (Right to Buy)	$11.17							⁽³⁾	01/20/2015	Common Stock	48,090		48,090	D
Stock Option (Right to Buy)	$12.22							⁽⁴⁾	02/18/2014	Common Stock	64,120		64,120	D
Stock Option (Right to Buy)	$12.76							01/20/2009	07/20/2016	Common Stock	75,000		75,000	D
Stock Option (Right to Buy)	$12.76							⁽⁵⁾	07/20/2016	Common Stock	150,000		150,000	D

Explanation of Responses:

1. Award to the reporting person of 10,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Recognition and Retention Plan ("RRP"), which the stockholders approved at a Special Meeting of Stockholders of Hudson City Bancorp, Inc. held on January 13, 2000 ("Special Meeting"), was effective January 21, 2005. The shares awarded were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 6,412 shares vested and became directly owned by the reporting person on each of April 20, 2006, 2007 and 2008. Such award will vest at a rate of 6,412 shares per year on each of April 20, 2009 and 2010.

2. Previous award to the reporting person of 3,500 shares of common stock pursuant to the RRP was made by the Board of Directors, effective February 19, 2004. The shares awarded were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 2,244 shares vested and became directly owned by the reporting person on each of April 20, 2006, 2007 and 2008. Such award will vest at a rate of 2,244 shares on April 20, 2009 and 2,245 shares on April 20, 2010.

3. Grant to the reporting person of options to purchase 15,000 shares of common stock, pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan ("the Plan") that was approved by stockholders at the Special Meeting, was effective January 21, 2005. The options awarded and the exercise price of those options were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 9,618 options vested and became exercisable on each of January 13, 2006, 2007, 2008 and 2009. The remaining 9,618 options will vest and become exercisable on January 13, 2010.

4. Grant to the reporting person of options to purchase 20,000 shares of common stock, pursuant to the Plan, was made by the Board of Directors, effective February 19, 2004. The options awarded and the exercise price of those options were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 12,824 options vested and became exercisable on each of January 13, 2006, 2007, 2008 and 2009. The remaining 12,824 options will vest and become exercisable on January 13, 2010.

5. Grant to the reporting person of options to purchase 150,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan, which the stockholders approved at the Annual Meeting of Stockholders of Hudson City Bancorp, Inc. held on June 8, 2006, was effective July 21, 2006. Such options will vest and become exercisable at a rate of 60% on July 21, 2009 with the remaining 40% vesting on July 21, 2011.

6. Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.

Remarks:

On 1/23/09 the reporting person received a grant of Performance Stock Options to purchase 67,500 shares of common stock at a price per share of $12.03. These options have a 10-yr term ending 1/22/19 (or earlier in certain circumstances) & become exercisable provided the reporting person remains in continuous service through such date & certain corp. measures tied to return on equity & diluted earnings per share are satisfied on or prior to 1/23/12. On 1/23/09 the reporting person received a Performance Retention Restricted Stock award of 18,750 shares of common stock. These shares will vest on 1/23/12 provided certain corp. performance measures tied to operating efficiency during the 2009 fiscal yr have been met. On 1/25/08, the reporting person received a grant of Performance Stock Options to purchase 75,000 shares of common stock at a price per share of $15.69. These options have a 10-yr term ending 1/24/18 (or earlier in certain circumstances) & become exercisable on 1/25/11, provided that the reporting person remains in continuous service through such date & certain corp. performance measures tied to return on equity & diluted earnings per share have been satisfied. On 1/26/07, the reporting person received a grant of Performance Stock Options to purchase 67,500 shares of common stock at a price per share of $13.78. These options have a 10-yr term ending 1/25/17 (or earlier in certain circumstances) & become exercisable on 1/26/10 provided that the reporting person remains in continuous service through such date & certain corp. performance measures tied to return on equity & diluted earnings per share have been satisfied. Under applicable SEC regulations, this stock award & these option grants are reportable in Tables I & Il of Form 4, respectively, only if and when the performance conditions have been satisfied.

	Veronica A. Olszewski, Attorney-in-Fact	03/17/2009
	** 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).
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