SEC Form 4 · accession 0001209191-15-057841
HUDSON VALLEY HOLDING CORP · HVB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Craig S Thompson
Director
Period of report
Jun 30, 2015
Accepted (ET)
Jul 1, 2015 · 2:27 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 StockF1,F2 | Jun 30, 2015 | D | 149,254 | — | D | 0 | D | |
| Common StockF3 | Jun 30, 2015 | D | 35,337 | — | D | 0 | I | By IRA |
| Common StockF4 | Jun 30, 2015 | D | 7,129 | — | D | 0 | I | By Profit Sharing Plan |
| Common StockF5 | Jun 30, 2015 | D | 1,464 | — | D | 0 | I | By Spouse |
| Common StockF6,F7 | Jun 30, 2015 | D | 658 | — | D | 0 | I | As Custodian |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Includes 1,000 shares of Restricted Stock that vest 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 with and into Sterling Bancorp.
- F2Disposed of pursuant to the Agreement and Plan of Merger between the Issuer and Sterling Bancorp (the "Merger Agreement") in exchange for 286,567 shares of Sterling Bancorp common stock having a market value of $28.251 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")) and cash of $19.21 in lieu of a fractional share of Sterling Bancorp common stock.
- F3Disposed of pursuant to the Merger Agreement in exchange for 67,847 shares of Sterling Bancorp common stock having a market value of $28.251 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 $1.13 in lieu of a fractional share of Sterling Bancorp common stock.
- F4Disposed of pursuant to the Merger Agreement in exchange for 13,687 shares of Sterling Bancorp common stock having a market value of $28.251 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 $19.21 in lieu of a fractional share of Sterling Bancorp common stock.
- F5Disposed of pursuant to the Merger Agreement in exchange for 2,810 shares of Sterling Bancorp common stock having a market value of $28.251 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 $24.86 in lieu of a fractional share of Sterling Bancorp common stock.
- F6Held by Reporting Person as custodian for child of Reporting Person under Uniform Transfers to Minors Act.
- F7Disposed of pursuant to the Merger Agreement in exchange for 1,263 shares of Sterling Bancorp common stock having a market value of $28.251 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 $10.17 in lieu of a fractional share of Sterling Bancorp common stock.