SEC Form 4 · accession 0001209191-15-000385
HUDSON VALLEY HOLDING CORP · HVB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen R Brown
Officer — President & CEO · Director
Period of report
Dec 30, 2014
Accepted (ET)
Jan 2, 2015 · 9:36 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 | Dec 30, 2014 | F | 9,580 | $27.37 | D | 135,552 | D | |
| Common StockF4,F2,F3,F5 | Dec 30, 2014 | A | 4,613 | $0.00 | A | 140,165 | D | |
| Common StockF2,F3,F5 | Dec 30, 2014 | F | 2,167 | $27.37 | D | 137,998 | D | |
| Common StockF6,F7,F2,F3,F5,F8 | Dec 30, 2014 | M | 4,612 | $0.00 | A | 142,610 | D | |
| Common StockF2,F3,F5,F8 | Dec 30, 2014 | F | 2,167 | $27.37 | D | 140,443 | D | |
| Common StockF9,F2,F3,F5,F8,F10 | Dec 30, 2014 | A | 11,590 | $0.00 | A | 152,033 | D | |
| Common StockF2,F3,F5,F8,F10 | Dec 30, 2014 | F | 5,445 | $27.37 | D | 146,588 | D | |
| Common Stock | holding | — | — | — | 2,433 | 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 UnitsF7,F11 | $0.00 | Dec 30, 2014 | A | 4,612 | A | — | — | Common Stock | 4,612 | 4,612 | D |
| Restricted Stock UnitsF7,F11 | $0.00 | Dec 30, 2014 | M | 4,612 | D | — | — | Common Stock | 4,612 | 0 | D |
| Employee Stock Options (Right-to-Buy)F12 | $23.73 | holding | — | — | — | — | Feb 7, 2016 | Common Stock | 6,868 | 6,868 | D |
Explanation of responses
- F1(i) Accelerated vesting of the remaining 15,400 shares of 22,000 shares of Restricted Stock scheduled to vest over 4 years commencing on 05/10/2013 at a rate of 15% for each of the first and second years and at a rate of 35% for each of the third and fourth years. Accordingly, 3,300 shares vested on each of 05/10/2013 and 05/10/2014 and 15,400 shares vested on 12/30/2014; and (ii) accelerated vesting of 4,994 shares of Restricted Stock Award scheduled to vest over 3 years on the anniversary of the grant commencing 03/14/2015, at a rate of 33.3% for each year (1,665 shares will vest on each of 03/14/2015 and 03/14/2016 and 1,664 shares will vest on 03/14/2017). Accordingly, 4,994 shares vested on 12/30/2014.
- F10Includes 11,590 shares of Common Stock issuable under previously granted Performance Stock Units that is contingent upon the achievement of specified performance criteria. The vesting of the 11,590 shares was accelerated to 12/30/2014 in connection with the pending merger of the Issuer with and into Sterling Bancorp.
- F11On 12/30/2014, the Reporting Person was granted 4,612 Restricted Stock Units which vested immediately upon grant.
- F12Options became exercisable at 20% per year over 5 years, beginning on the date of the original grant of 02/07/2006. Accordingly, all options are presently exercisable.
- F2Includes 22,000 shares of Restricted Stock scheduled to vest over 4 years commencing on 05/10/2013 at a rate of 15% for each of the first and second years and at a rate of 35% for each of the third and fourth years. Accordingly, 3,300 shares vested on each of 05/10/2013 and 05/10/2014. The vesting of the remaining 15,400 shares was accelerated to 12/30/2014 in connection with the pending merger of the Issuer with and into Sterling Bancorp.
- F3Includes 4,994 shares of Restricted Stock Award scheduled to vest over 3 years on the anniversary of the grant commencing 03/14/2015, at a rate of 33.3% for each year (1,665 shares will vest on each of 03/14/2015 and 03/14/2016 and 1,664 shares will vest on 03/14/2017). The vesting of the 4,994 shares was accelerated to 12/30/2014 in connection with the pending merger of the Issuer with and into Sterling Bancorp
- F4Restricted Stock Award of 4,613 shares which vested 100% on the date of grant of 12/30/2014.
- F5Includes Restricted Stock Award of 4,613 shares which vested immediately upon grant. Accordingly, 4,613 shares vested on 12/30/2014.
- F6Vesting of Restricted Stock Units, representing 4,612 shares, which were granted on 12/30/2014.
- F7Restricted Stock Units are convertible into common stock on a one-for-one basis.
- F8Includes Restricted Stock Units, representing 4,612 shares, which vested on 12/30/2014.
- F9Accelerated vesting of 11,590 shares of Common Stock issuable under previously granted Performance Stock Units that is contingent upon the achievement of specified performance criteria.