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^*

SALAMONE DENIS J

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2011

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/share	08/01/2011		M		820,736	A	$3.59	2,052,680⁽¹⁾	D
Common Stock, par value $0.01/share								53,022	I	By ESOP
Common Stock, par value $0.01/share								29,611	I	By GRAT⁽²⁾
Common Stock, par value $0.01/share								11,666	I	By PIB⁽³⁾
Common Stock, par value $0.01/share								6,412	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)
Stock Option (Right to Buy)	$3.59	08/01/2011		M			820,736	01/13/2002	10/28/2011	Common Stock	820,736	$0	0	D
Stock Option (Right to Buy)	$12.76							07/21/2009	07/20/2016	Common Stock	750,000		750,000	D
Stock Option (Right to Buy)	$15.69							01/25/2011	01/24/2018	Common Stock	375,000		375,000	D
Stock Option (Right to Buy)	$12.76							01/20/2009	07/20/2016	Common Stock	375,000		375,000	D
Stock Option (Right to Buy)	$13.78							01/26/2010	01/25/2017	Common Stock	337,500		337,500	D
Stock Option (Right to Buy)	$12.22							01/13/2006	02/18/2014	Common Stock	312,417		312,417	D
Phantom Stock Units	$0⁽⁴⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	103,613		103,613	D
Phantom Stock Units	$0⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	6,100		6,100	D

Explanation of Responses:

1. The reported total includes 43,750 shares of unvested restricted stock awarded under the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan, which will vest on January 23, 2012 subject only to continued employment through the vesting date.

2. The shares reported are held in a grantor retained annuity trust that was established for the benefit of the reporting person's children. The reporting person is the grantor and the reporting person and his children serve as trustees.

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

4. The reporting person is due upon retirement the equivalent dollar value of 103,613 shares of HCBK common stock as of December 31, 2010 through the Hudson City Savings Bank ESOP Restoration Plan.

5. Phantom Stock acquired by the reporting person under the Hudson City Savings Bank Supplementary Savings Plan and the Hudson City Bancorp, Inc. Officers' Deferred Compensation Plan. The reporting person has elected that the funds accumulated in such Plans be distributed to the reporting person only in shares of Hudson City Bancorp, Inc. Common Stock and would be distributable only on or about January 1st of the calendar year following the calendar year in which the reporting person terminates all service with Hudson City Bancorp, Inc. and its affiliated companies, unless another date of payment is provided under the terms of the Plans.

Remarks:

Performance Stock Option grant, on 3/15/11, to purchase 195,100 shares of common stock at $9.50 per share. These options have a 10-yr term ending 3/14/21 and become exercisable on 3/15/14. Performance Deferred Stock Unit award, on 3/15/11, for 143,900 shares of common stock which will vest on 3/15/14. Performance Stock Option grant, on 1/19/10, to purchase 375,000 shares of common stock at $13.12 per share. These options have a 10-yr term ending 1/18/20 and become exercisable on 1/19/13. Performance Stock Option grant, on 1/23/09, to purchase 300,000 shares of common stock at $12.03 per share. These options have a 10-yr term ending 1/22/19 and become exercisable on 1/23/12. Terms may end earlier than 10 years in certain circumstances. Vesting is tied to satisfaction, by exercisable dates, and approval by the Company's Compensation Committee, of certain corporate performance measures specific to each grant and award, and continuous service by the reporting person through such dates. Under applicable SEC regulations, these option grants and awards are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied.

	Veronica A. Olszewski, Attorney-in-fact	08/03/2011
	** 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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