SEC Form 4 · accession 0001206760-15-000014
HUDSON CITY BANCORP INC · HCBK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph Michalik
Officer — Senior Vice President
Period of report
Jan 27, 2015
Accepted (ET)
Jan 29, 2015 · 3:36 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 | — | — | — | 2,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock UnitsF3 | $0.00 | Jan 27, 2015 | A | 15,100 | A | — | — | Common Stock | 15,100 | 15,100 | D |
| Deferred Stock UnitsF4 | $0.00 | Jan 27, 2015 | A | 14,344 | A | — | — | Common Stock | 14,344 | 14,344 | D |
| Deferred Stock UnitsF2 | $0.00 | Jan 27, 2015 | A | 2,858 | A | — | — | Common Stock | 2,858 | 4,299 | D |
| Deferred Stock UnitsF1 | $0.00 | holding | — | — | — | — | — | Common Stock | 16,500 | 16,500 | 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 10,998 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. 10,312 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.
- F2The 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, 1,441 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.
- F3Represents 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 5,033 of these DSUs as the service condition was met by continued service through January 1, 2015. An additional 5,033 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. 9,436 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.
- F4Represents 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. 7,173 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
Performace Deferred Stock Unit award, on 1/27/15, for 7,700 shares of common stock which vest on 1/1/16. Vesting is tied to satisfaction over a specified period, and certification by the Company's Compensation Committee, of certain corporate performance measures specific to each award, and continuous service by the reporting person through the specified vesting 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.