SEC Form 4 · accession 0001209191-15-058983
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
Jun 30, 2015
Accepted (ET)
Jul 2, 2015 · 5:06 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,F3 | Jun 30, 2015 | F | 706 | — | D | 7,226 | D | |
| Common StockF4 | Jun 30, 2015 | D | 7,226 | — | D | 0 | D | |
| Common StockF5 | Jun 30, 2015 | D | 1,000 | — | D | 0 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right-to--Buy)F7,F6 | $26.46 | Jun 30, 2015 | D | 1,325 | D | Oct 2, 2006 | Oct 2, 2016 | Common Stock | 1,325 | 0 | D |
| Restricted Stock UnitsF8,F9 | $0.00 | Jun 30, 2015 | A | 2,900 | A | — | — | Common Stock | 2,900 | 2,900 | D |
| Restricted Stock UnitsF10,F8,F9 | $0.00 | Jun 30, 2015 | D | 2,900 | D | — | — | Common Stock | 2,900 | 0 | D |
Explanation of responses
- F1Accelerated vesting of 967 shares of Restricted Stock scheduled to vest on 2/20/2016 and 966 shares of Restricted Stock scheduled to vest on 2/20/2017. 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. Of the total of 1,933 shares that vested, 706 shares were withheld for the payment of taxes.
- F10Cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (i) the number of shares of Issuer common stock subject to the Restricted Stock Unit multiplied by (ii) the product of (a) the exchange ratio of 1.92 shares of Sterling Bancorp common stock for each share of Issuer common stock multiplied by (b) the Market Value of Sterling Common Stock.
- F2Price calculated as the product of (i) the market value of $14.714 per share of Sterling Bancorp common stock 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")) multiplied by (ii) the exchange ratio of 1.92 shares of Sterling Bancorp common stock for each share of Issuer common stock.
- F3Includes 744 shares held jointly with spouse.
- F4Disposed of pursuant to the Agreement and Plan of Merger between the Issuer and Sterling Bancorp (the "Merger Agreement") in exchange for 13,873 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 $13.54 in lieu of a fractional share of Sterling Bancorp common stock.
- F5Disposed of pursuant to 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 Market Value of Sterling Common Stock).
- F6Represents 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.
- F7Cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (i) the number of shares of Issuer common stock subject to the option multiplied by (ii) the excess, if any, of $28.251 (which is the product of (a) the exchange ratio of 1.92 shares of Sterling Bancorp common stock for each share of Issuer common stock multiplied by (b) the Market Value of Sterling Common Stock) over the exercise price per share of Issuer common stock underlying such option.
- F8Restricted Stock Units are convertible into common stock on a one-for-one basis.
- F9Accelerated vesting of previously granted Restricted Stock Units that was contingent upon the achievement of specified performance criteria. The specified performance criteria are deemed to have been met as a result of the merger.