SEC Form 4 · accession 0001209191-15-000250
HUDSON VALLEY HOLDING CORP · HVB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James P Blose
Officer — EVP, General Counsel
Period of report
Dec 30, 2014
Accepted (ET)
Jan 2, 2015 · 4:34 pm EST
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 StockF1,F2,F3,F4 | Dec 30, 2014 | F | 2,219 | $27.37 | D | 9,425 | D | |
| Common StockF5,F2,F3,F4,F6 | Dec 30, 2014 | A | 1,918 | $0.00 | A | 11,343 | D | |
| Common StockF2,F3,F4,F6 | Dec 30, 2014 | F | 710 | $27.37 | D | 10,633 | D | |
| Common StockF7,F8,F2,F3,F4,F6,F9 | Dec 30, 2014 | M | 1,918 | $0.00 | A | 12,551 | D | |
| Common StockF2,F3,F4,F6,F9 | Dec 30, 2014 | F | 710 | $27.37 | D | 11,841 | D | |
| Common Stock | holding | — | — | — | 1,000 | I | by IRA |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF8,F10 | $0.00 | Dec 30, 2014 | A | 1,918 | A | — | — | Comon Stock | 1,918 | 1,918 | D |
| Restricted Stock UnitsF8,F10 | $0.00 | Dec 30, 2014 | M | 1,918 | D | — | — | Common Stock | 1,918 | 0 | D |
| Stock Options (Right-to--Buy)F11 | $26.46 | holding | — | — | — | Oct 2, 2006 | Oct 2, 2016 | Common Stock | 1,325 | 1,325 | D |
| Stock Options (Right-to-Buy)F11 | $35.27 | holding | — | — | — | Oct 17, 2007 | Oct 17, 2017 | Common Stock | 2,172 | 2,172 | D |
Explanation of responses
- F1Accelerated vesting of the remaining 6,000 shares of 7,500 shares of Restricted Stock scheduled to vest over 4 years on the anniversary of the grant commencing 12/2/2014, at a rate of 20% for each of the first and second years and a rate of 30% for each of the third and fourth years. Accordingly, 1,500 shares vested on 12/2/2014 and 6,000 shares vested on 12/30/2014.
- F10On 12/30/2014, the Reporting Person was granted 1,918 Restricted Stock Units which vested immediately upon grant.
- F11Represents 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.
- F2Includes 7,500 shares of Restricted Stock scheduled to vest over 4 years on the anniversary of the grant commencing 12/2/2014, at a rate of 20% for each of the first and second years and a rate of 30% for each of the third and fourth years. Accordingly, 1,500 shares vested on 12/2/2014. The vesting of the remaining 6,000 shares was accelerated to 12/30/2014 in connection with the pending merger of the Issuer with and into Sterling Bancorp.
- F3Includes 2,900 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 (967 shares will vest on each of 02/20/2015 and 02/20/2016 and 966 shares will vest on 02/20/2017).
- F4Includes 500 shares held jointly with spouse.
- F5Restricted Stock Award of 1,918 shares which vested 100% on the date of grant of 12/30/2014.
- F6Includes Restricted Stock Award of 1,918 shares which vested immediately upon grant. Accordingly, 1,918 shares vested on 12/30/2014.
- F7Vesting of Restricted Stock Units, representing 1,918 shares, which were granted on 12/30/2014.
- F8Restricted Stock Units are convertible into common stock on a one-for-one basis.
- F9Includes Restricted Stock Units, representing 1,918 shares, which vested on 12/30/2014.