SEC Form 4 · accession 0001209191-15-000388
HUDSON VALLEY HOLDING CORP · HVB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James J Landy
Officer — Executive Chairman · Director
Period of report
Dec 30, 2014
Accepted (ET)
Jan 2, 2015 · 9:48 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 | Dec 30, 2014 | F | 646 | $27.37 | D | 133,846 | D | |
| Common StockF3,F2,F4 | Dec 30, 2014 | A | 1,758 | $0.00 | A | 135,604 | D | |
| Common StockF2,F4 | Dec 30, 2014 | F | 650 | $27.37 | D | 134,954 | D | |
| Common StockF5,F2,F4,F6 | Dec 30, 2014 | A | 4,402 | $0.00 | A | 139,356 | D | |
| Common StockF2,F4,F6 | Dec 30, 2014 | F | 1,628 | $27.37 | D | 137,728 | D | |
| Common StockF7,F8,F2,F4,F9 | Dec 30, 2014 | M | 1,758 | $0.00 | A | 139,486 | D | |
| Common StockF2,F4,F9 | Dec 30, 2014 | F | 650 | $27.37 | D | 138,836 | D | |
| Common StockF10 | holding | — | — | — | 7,938 | D | ||
| Common StockF11 | holding | — | — | — | 85,769 | I | by Spouse |
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,F12 | $0.00 | Dec 30, 2014 | A | 1,758 | A | — | — | Common Stock | 1,758 | 1,758 | D |
| Restricted Stock UnitsF8,F12 | $0.00 | Dec 30, 2014 | M | 1,758 | D | — | — | Common Stock | 1,758 | 0 | D |
Explanation of responses
- F1Accelerated vesting of 1,745 shares of Restricted Stock Award scheduled to vest over 3 years on the anniversary of the grant commencing 02/20/2015, at a rate of 33.3% for each year (582 shares will vest on each of 02/20/2015 and 02/20/2016 and 581 shares will vest on 02/20/2017). Accordingly, 1,745 shares vested on 12/30/14.
- F10Held jointly with spouse.
- F11Includes 79,269 shares held by spouse of Reporting Person and 6,500 shares held by spouse of Reporting Person as custodian for minor child.
- F12On 12/30/2014, the Reporting Person was granted 1,758 Restricted Stock Units which vested immediately upon grant.
- F2Includes 1,745 shares of Restricted Stock Award scheduled to vest over 3 years on the anniversary of the grant commencing 02/20/2015, at a rate of 33.3% for each year. (582 shares will vest on each of 02/20/2015 and 02/20/2016 and 581 shares will vest on 02/20/2017). The vesting of the 1,745 shares was accelerated to 12/30/2014 in connection with the pending merger of the Issuer with and into Sterling Bancorp.
- F3Restricted Stock Award of 1,758 shares which vested 100% on date of grant of 12/30/2014.
- F4Includes Restricted Stock Award of 1,758 shares which vested immediately upon grant. Accordingly, 1,758 shares vested on 12/30/2014.
- F5Accelerated vesting of 4,402 shares of Common Stock issuable under previously granted Performance Stock Units that is contingent upon the achievement of specified performance criteria.
- F6Includes 4,402 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 4,402 shares was accelerated to 12/30/2014 in connection with the pending merger of the Issuer with and into Sterling Bancorp.
- F7Vesting of Restricted Stock Units, representing 1,758 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 1,758 shares, which vested on 12/30/2014.