SEC Form 4 · accession 0001209191-15-058998
HUDSON VALLEY HOLDING CORP · HVB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew J Reinhart
Officer — 1stSVP/Controller/AsstTreasr
Period of report
Jun 30, 2015
Accepted (ET)
Jul 2, 2015 · 5:13 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,F4,F5 | Jun 30, 2015 | F | 3,882 | — | D | 20,288 | D | |
| Common StockF6,F2,F4,F5 | Jun 30, 2015 | F | 201 | — | D | 20,087 | D | |
| Common StockF7,F2,F5 | Jun 30, 2015 | F | 487 | — | D | 19,600 | D | |
| Common StockF8,F2 | Jun 30, 2015 | F | 335 | — | D | 19,265 | D | |
| Common StockF9 | Jun 30, 2015 | D | 19,265 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options (Right-to-Buy)F11,F10 | $23.76 | Jun 30, 2015 | D | 5,126 | D | — | Feb 7, 2016 | Common Stock | 5,126 | 0 | D |
| Restricted Stock UnitsF12,F13 | — | Jun 30, 2015 | A | 1,272 | A | — | — | Common Stock | 1,272 | 1,272 | D |
| Restricted Stock UnitsF14,F12,F13 | — | Jun 30, 2015 | D | 1,272 | D | — | — | Common Stock | 1,272 | 0 | D |
| Restricted Stock UnitsF12,F13 | — | Jun 30, 2015 | A | 905 | A | — | — | Common Stock | 905 | 905 | D |
| Restricted Stock UnitsF14,F12,F13 | — | Jun 30, 2015 | D | 905 | D | — | — | Common Stock | 905 | 0 | D |
Explanation of responses
- F1Accelerated vesting of 10,500 shares of Restricted Stock that were scheduled to vest as follows: 5,250 shares on each of 12/7/2015 and 12/7/2016. 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. Of the total of 10,500 shares that vested, 3,882 shares were withheld for the payment of taxes.
- F10Options became exercisable at 20% per year over 5 years on the anniversary of the grant, beginning on the first anniversary of the date of the original grant of 02/07/2006. Accordingly, all options are presently exercisable.
- F11Cancelled 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.
- F12Restricted Stock Units are convertible into common stock on a one-for-one basis.
- F13Accelerated 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.
- F14Cancelled 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 2,172 shares of Restricted Stock which vest over 4 years on the anniversary of the grant commencing 03/06/2013, at a rate of 25% per year for each year (1,629 shares have vested and 543 shares will vest on 03/06/2016).
- F4Includes 1,976 shares of Restricted Stock which vest over 3 years on the anniversary of the grant commencing 02/20/2015, at a rate of 33.3% for each year (659 shares vested on 02/20/2015, 659 shares will vest on 02/20/2016 and 658 shares will vest on 02/20/2017).
- F5Includes 905 shares of Restricted Stock which vest over 3 years on the anniversary of the grant commencing 03/19/2016, at a rate of 33.3% for each year (302 shares will vest on each of 03/19/2016 and 03/19/2017 and 301 shares will vest on 03/19/2018).
- F6Accelerated vesting of 543 shares of Restricted Stock that were scheduled to vest on 03/06/2016. 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. Of the 543 shares that vested, 201 shares were withheld for the payment of taxes.
- F7Accelerated vesting of 1,317 shares of Restricted Stock that were scheduled to vest as follows: 659 shares on 02/20/2016 and 658 shares on 02/20/2017. 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 1,317 shares that vested, 487 shares were withheld for the payment of taxes.
- F8Accelerated vesting of 905 shares of Restricted Stock that were scheduled to vest as follows: 302 shares on each of 03/19/2016 and 03/19/2017 and 301 shares on 03/19/2018. 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 905 shares that vested, 335 shares were withheld for the payment of taxes.
- F9Disposed of pursuant to the Agreement and Plan of Merger between the Issuer and Sterling Bancorp (the "Merger Agreement") in exchange for 36,988 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 $11.77 in lieu of a fractional share of Sterling Bancorp common stock.