SEC Form 4 · accession 0001140361-15-026599

HUDSON VALLEY HOLDING CORP · HVB

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Matthew A Lindenbaum

Director

Period of report

Jun 30, 2015

Accepted (ET)

Jul 2, 2015 · 5:07 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000722256

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock, par value $0.20 per share ("Common Stock")^F1,F2	Jun 30, 2015	D	1,000	—	D	0	D
Common Stock^F3,F4	Jun 30, 2015	D	152,774	—	D	0	I	By Basswood Opportunity Partners, LP
Common Stock^F5,F4	Jun 30, 2015	D	81,181	—	D	0	I	By Basswood Financial Fund, LP
Common Stock^F6,F4	Jun 30, 2015	D	107,529	—	D	0	I	By Basswood Financial Fund, Inc.
Common Stock^F4	Jun 30, 2015	S	40,618	$28.1029	D	14,037	I	By Basswood Financial Long Only Fund, LP
Common Stock^F7,F4	Jun 30, 2015	D	14,037	—	D	0	I	By Basswood Financial Long Only Fund, LP
Common Stock^F8,F4	Jun 30, 2015	D	739,423	—	D	0	I	By Basswood Enhanced Long Short Fund, LP
Common Stock^F9,F4	Jun 30, 2015	D	90,629	—	D	0	I	By Basswood Opportunity Fund, Inc.
Common Stock^F10,F4	Jun 30, 2015	D	730,756	—	D	0	I	By Main Street Master, Ltd.
Common Stock^F11,F4	Jun 30, 2015	D	13,127	—	D	0	I	By separately managed account

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1Includes 1,000 shares of Restricted Stock that vests 100% on February 6, 2016. The vesting of these shares was accelerated on June 30, 2015 in connection with the consummation of the merger of the Issuer into Sterling Bancorp.
F10Disposed of pursuant to the Merger Agreement in exchange for 1,403,051 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 $7.65 in lieu of a fractional share of Sterling Bancorp common stock.
F11Disposed of pursuant to the Merger Agreement in exchange for 25,203 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 $12.36 in lieu of a fractional share of Sterling Bancorp common stock.
F2Disposed of pursuant to the Agreement and Plan of Merger between the Issuer and Sterling Bancorp (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 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")).
F3Disposed of pursuant to the Merger Agreement in exchange for 293,326 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 $1.18 in lieu of a fractional share of Sterling Bancorp common stock.
F4Basswood Opportunity Partners, LP, Basswood Financial Fund, LP, Basswood Enhanced Long Short Fund, LP, Basswood Financial Long Only Fund, LP, each a Delaware limited partnership, Basswood Opportunity Fund, Inc., Basswood Financial Fund, Inc., Main Street Master, Ltd., each a Cayman Islands corporation (collectively, the "Funds") directly own shares of Common Stock. Basswood Capital Management, L.L.C., a Delaware limited liability company (the "Management Company") is the investment manager or adviser to the Funds and certain separately managed accounts (the "SMAs"). Matthew A. Lindenbaum is managing member of the Management Company, and along with the other managing member, controls the business activities of the Management Company. Mr. Lindenbaum disclaims beneficial ownership of all shares of the Common Stock held directly by the Funds and the SMAs except to the extent of any indirect pecuniary interest therein.
F5Disposed of pursuant to the Merger Agreement in exchange for 155,867 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 $7.65 in lieu of a fractional share of Sterling Bancorp common stock.
F6Disposed of pursuant to the Merger Agreement in exchange for 206,455 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 $10.01 in lieu of a fractional share of Sterling Bancorp common stock.
F7Disposed of pursuant to the Merger Agreement in exchange for 26,951 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 $0.59 in lieu of a fractional share of Sterling Bancorp common stock.
F8Disposed of pursuant to the Merger Agreement in exchange for 1,419,692 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 $2.35 in lieu of a fractional share of Sterling Bancorp common stock.
F9Disposed of pursuant to the Merger Agreement in exchange for 174,007 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 $10.01 in lieu of a fractional share of Sterling Bancorp common stock.