SEC Form 4 · accession 0001209191-15-058990
HUDSON VALLEY HOLDING CORP · HVB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jun 30, 2015
Accepted (ET)
Jul 2, 2015 · 5:10 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 | D | 2,300 | — | D | 0 | D | |
| Common StockF4,F5 | Jun 30, 2015 | D | 46,953 | — | D | 0 | D | |
| Common StockF6,F7 | Jun 30, 2015 | D | 141,673 | — | D | 0 | D | |
| Common StockF8 | Jun 30, 2015 | D | 1,503 | — | D | 0 | I | by Irr Insurance Trust |
| Common StockF9 | Jun 30, 2015 | D | 572,000 | — | D | 0 | I | by Eldred Preserve LLC |
| Common StockF10 | Jun 30, 2015 | D | 746,054 | — | D | 0 | I | by Trust f/b/o M. Holcombe |
| Common StockF11 | Jun 30, 2015 | D | 2,470 | — | D | 0 | I | by Trust for Daughter I |
| Common StockF11 | Jun 30, 2015 | D | 2,470 | — | D | 0 | I | by Trust for Daughter II |
| Common StockF12,F13 | Jun 30, 2015 | D | 65,905 | — | D | 0 | I | by Trust for Daughter I |
| Common StockF14,F13 | Jun 30, 2015 | D | 65,902 | — | D | 0 | I | by Trust for Daughter II |
| Common StockF15,F16 | Jun 30, 2015 | D | 3,444 | — | D | 0 | I | G.F. Holcombe a/c/f Daughters |
| Common StockF17 | Jun 30, 2015 | D | 1,586 | — | D | 0 | I | by Family Trust |
| Common StockF18 | Jun 30, 2015 | D | 7,533 | — | D | 0 | I | by Family Foundation |
| Common StockF19 | Jun 30, 2015 | D | 699,463 | — | D | 0 | I | by BMW Machinery (of which Reporting Person is the principal shareholder) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right-to-Buy)F20 | $23.71 | Jun 30, 2015 | D | 15,233 | D | Jan 1, 2006 | Jan 1, 2016 | Common Stock | 15,233 | 0 | D |
Explanation of responses
- F1These shares are owned by Gregory F. Holcombe.
- F10Disposed of pursuant to the Merger Agreement in exchange for 1,432,423 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 $10.01 in lieu of a fractional share of Sterling Bancorp common stock.
- F11Disposed of pursuant to the Merger Agreement in exchange for 4,742 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 $5.89 in lieu of a fractional share of Sterling Bancorp common stock.
- F12Disposed of pursuant to the Merger Agreement in exchange for 126,537 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 $8.83 in lieu of a fractional share of Sterling Bancorp common stock.
- F13Marie A. Holcombe serves as a co-trustee of this Trust effective May 24, 2010.
- F14Disposed of pursuant to the Merger Agreement in exchange for 126,531 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 $12.36 in lieu of a fractional share of Sterling Bancorp common stock.
- F15Disposed of pursuant to the Merger Agreement in exchange for a total of 6,612 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 $7.06 in lieu of a fractional share of Sterling Bancorp common stock (with such shares of Sterling Bancorp common stock and cash in lieu of a fractional share of Sterling Bancorp common stock divided equally and held by the Reporting Person for each of his two daughters).
- F16by Gregory F. Holcombe as custodian equally for each of his 2 daughters.
- F17Disposed of pursuant to the Merger Agreement in exchange for 3,045 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 $1.77 in lieu of a fractional share of Sterling Bancorp common stock.
- F18Disposed of pursuant to the Merger Agreement in exchange for 14,463 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 $5.30 in lieu of a fractional share of Sterling Bancorp common stock.
- F19Disposed of pursuant to the Merger Agreement in exchange for 1,342,968 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 $14.13 in lieu of a fractional share of Sterling Bancorp common stock.
- F2Includes 1,000 shares of Restricted Stock that vests 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.
- F20Cancelled 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.
- F3Disposed of pursuant to the Agreement and Plan of Merger between the Issuer and Sterling Bancorp (the "Merger Agreement") in exchange for 4,416 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 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")).
- F4These shares are owned by Marie A. Holcombe.
- F5Disposed of pursuant to the Merger Agreement in exchange for 90,149 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 $11.18 in lieu of a fractional share of Sterling Bancorp common stock.
- F6Shares held jointly by Reporting Persons.
- F7Disposed of pursuant to the Merger Agreement in exchange for 272,012 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 $2.35 in lieu of a fractional share of Sterling Bancorp common stock.
- F8Disposed of pursuant to the Merger Agreement in exchange for 2,885 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 $11.18 in lieu of a fractional share of Sterling Bancorp common stock.
- F9Disposed of pursuant to the Merger Agreement in exchange for 1,098,240 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).