SEC Form 4 · accession 0001206760-15-000009
HUDSON CITY BANCORP INC · HCBK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony J Fabiano
Officer — President · Director
Period of report
Jan 27, 2015
Accepted (ET)
Jan 29, 2015 · 3:30 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000921847
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per share | holding | — | — | — | 30,785 | D | ||
| Common Stock, par value $0.01 per share | holding | — | — | — | 33,140 | I | By ESOP | |
| Common Stock, par value $0.01 per share | holding | — | — | — | 9,670 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock UnitF5 | $0.00 | Jan 27, 2015 | A | 50,500 | A | — | — | Common Stock | 50,500 | 50,500 | D |
| Deferred Stock UnitF6 | $0.00 | Jan 27, 2015 | A | 22,541 | A | — | — | Common Stock | 22,541 | 22,541 | D |
| Deferred Stock UnitF3 | $0.00 | Jan 27, 2015 | A | 13,474 | A | — | — | Common Stock | 13,474 | 20,264 | D |
| Deferred Stock UnitsF1 | $0.00 | holding | — | — | — | — | — | Common Stock | 51,800 | 51,800 | D |
| Stock Option (Right to Buy) | $15.69 | holding | — | — | — | Jan 25, 2011 | Jan 24, 2018 | Common Stock | 50,000 | 50,000 | D |
| Stock Option (Right to Buy) | $12.03 | holding | — | — | — | Jan 24, 2012 | Jan 22, 2019 | Common Stock | 45,000 | 45,000 | D |
| Stock Option (Right to Buy) | $13.78 | holding | — | — | — | Jan 26, 2010 | Jan 25, 2017 | Common Stock | 45,000 | 45,000 | D |
| Stock Option (Right to Buy) | $13.12 | holding | — | — | — | Jan 29, 2013 | Jan 18, 2020 | Common Stock | 37,500 | 37,500 | D |
| Stock Option (Right to Buy) | $9.50 | holding | — | — | — | Apr 28, 2014 | Mar 14, 2021 | Common Stock | 17,800 | 17,800 | D |
| Deferred Stock UnitsF2 | $0.00 | holding | — | — | — | — | — | Common Stock | 6,550 | 6,550 | D |
| Phantom Stock UnitsF4 | $0.00 | holding | — | — | — | — | — | Common Stock | 3,475 | 3,475 | D |
Explanation of responses
- F1Represents the number of shares issuable upon future settlement of Deferred Stock Units (DSUs) granted on June 18, 2013. These DSUs vest upon 1) the satisfaction of certain performance measures, as certified by the Company's Compensation Committee on January 28, 2014 and 2) continued service through a specified date. Accordingly, vesting occurred for 34,532 of these DSUs as the service condition was met by continued service through January 1, 2014 and January 1, 2015. The remainder of these DSUs will vest on January 1, 2016, assuming continued employment through this date. 32,374 of these DSUs will be settled on June 18, 2016, and the remainder of these DSUs will be settled on June 18, 2019. Accelerated settlement of vested DSUs may occur in the event of death or disability. Accelerated vesting and settlement may occur in connection with a change in control.
- F2Represents the number of shares issuable upon future settlement of Deferred Stock Units granted on March 15, 2011. These DSUs vested on April 28, 2014 due to 1) the satisfaction of certain performance measures as certified by the Company's Compensation Committee on April 28, 2014 and 2) continued service through March 15, 2014. These DSUs will be settled on March 15, 2017. Accelerated settlement of vested DSUs may occur in the event of death or disability, or in connection with a change in control.
- F3The figure in columns 5 and 7 represents the number of shares issuable upon future settlement of Variable Deferred Stock Units granted on March 30, 2012 based on the Company's total shareholder return relative to peers for the period beginning January 1, 2012 and ending December 31, 2014, as certified by the Company's Compensation Committee on January 27, 2015. Previously, 6,790 shares became issuable under these awards based on the Company's return on equity for 2012, as certified by the Company's Compensation Committee on January 29, 2013. All such Variable Deferred Stock Units will vest and settle on March 30, 2015 assuming continued employment through such date. Pro-rated, accelerated vesting may occur in the event of death, disability or retirement. Accelerated settlement of vested DSUs may occur in the event of death or disability. Accelerated vesting and settlement may occur in connection with a change in control.
- F4The reporting person is due, upon retirement, the equivalent dollar value of 3,475 shares of HCBK common stock as of December 31, 2013 through the Supplemental ESOP Benefit under the Benefit Maintenance Plan of Hudson City Savings Bank.
- F5Represents the number of shares issuable upon future settlement of Deferred Stock Units (DSUs) granted on March 29, 2014. These DSUs vest upon 1) the satisfaction of certain performance measures, as certified by the Company's Compensation Committee on January 27, 2015 and 2) continued service through a specified date. Accordingly, vesting occurred for 16,833 of these DSUs as the service condition was met by continued service through January 1, 2015. An additional 16,833 of these DSUs will vest upon continued service through January 1, 2016. The remainder of these DSUs will vest on January 1, 2017, assuming continued employment through this date. 31,561 of these DSUs will be settled on March 29, 2017, and the remainder of these DSUs will be settled on March 29, 2020. Accelerated settlement of vested DSUs may occur in the event of death or disability. Accelerated vesting and settlement may occur in connection with a change in control.
- F6Represents the number of shares issuable upon future settlement of Deferred Stock Units (DSUs) granted on March 30, 2012. These DSUs vest upon 1) the satisfaction of certain performance measures, as certified by the Company's Compensation Committee on January 27, 2015 and 2) continued service through March 30, 2015. 11,271 of these DSUs will be settled on March 30, 2015, and the remainder will be settled on March 30, 2018. Pro-rated, accelerated vesting may occur in the event of death, disability or retirement. Accelerated settlement of vested DSUs may occur in the event of death or disability. Accelerated vesting and settlement may occur in connection with a change in control.
Remarks
Performance Deferred Stock Unit award, on 1/27/15, for 37,800 shares of common stock which will vest on 1/1/16. Vesting is tied to satisfaction, by the exercisable dates, and approval by the Company's Compensation Committee, of certain corporate performance measures specific to each award, and continuous service by the reporting person through such dates. Under applicable SEC regulations, these awards are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied.