SEC Form 4 · accession 0001206760-15-000037
HUDSON CITY BANCORP INC · HCBK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott A Belair
Director
Period of report
Jan 27, 2015
Accepted (ET)
Jan 30, 2015 · 12:41 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 | — | — | — | 172,585 | 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 UnitsF5 | $0.00 | Jan 27, 2015 | A | 8,109 | A | — | — | Common Stock | 8,109 | 8,109 | D |
| Stock Option (Right to Buy) | $13.47 | holding | — | — | — | Apr 26, 2011 | Apr 25, 2020 | Common Stock | 50,000 | 50,000 | D |
| Stock Option (Right to Buy) | $12.81 | holding | — | — | — | Apr 24, 2010 | Apr 23, 2019 | Common Stock | 50,000 | 50,000 | D |
| Stock Option (Right to Buy) | $18.84 | holding | — | — | — | Apr 24, 2009 | Apr 23, 2018 | Common Stock | 50,000 | 50,000 | D |
| Stock Option (Right to Buy) | $13.35 | holding | — | — | — | Apr 27, 2008 | Apr 26, 2017 | Common Stock | 50,000 | 50,000 | D |
| Stock Option (Right to Buy) | $12.76 | holding | — | — | — | Jul 21, 2007 | Jul 20, 2016 | Common Stock | 50,000 | 50,000 | D |
| Stock Option (Right to Buy) | $9.50 | holding | — | — | — | Apr 25, 2012 | Apr 24, 2021 | Common Stock | 22,917 | 22,917 | D |
| Deferred Stock UnitsF2 | $0.00 | holding | — | — | — | — | — | Common Stock | 10,761 | 10,761 | D |
| Deferred Stock UnitsF4 | $0.00 | holding | — | — | — | — | — | Common Stock | 7,693 | 7,693 | D |
| Deferred Stock UnitsF3 | $0.00 | holding | — | — | — | — | — | Common Stock | 7,677 | 7,677 | D |
| Deferred Stock UnitsF1 | $0.00 | holding | — | — | — | — | — | Common Stock | 5,790 | 5,790 | D |
Explanation of responses
- F1Award on April 25, 2011, pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan (the "Plan"). The units vested on April 25, 2012 and will be converted to and settled in an equal number of shares of the issuer's common stock on the first day of the calendar month following the sixth month anniversary of termination of service as a director. The reporting person has also been granted dividend equivalent rights, for both vested and unvested units, payable in cash if, as and when dividends are declared and paid on common stock.
- F2Award on April 25, 2012, pursuant to the Plan. The units vested on April 25, 2013 and will be converted to and settled in an equal number of shares of the issuer's common stock on the first day of the calendar month following the sixth month anniversary of termination of service as a director. The reporting person has also been granted dividend equivalent rights, for both vested and unvested units, payable in cash if, as and when dividends are declared and paid on common stock.
- F3Award on August 2, 2013, pursuant to the Plan. The units vested on April 1, 2014 based on continued service through such date and will be converted to and settled in an equal number of shares of the issuer's common stock on the first day of the calendar month following the sixth month anniversary of termination of service as a director. The reporting person has been granted dividend equivalent rights on vested units, payable in cash if, as and when dividends are declared and paid on common stock.
- F4Award on March 25, 2014, pursuant to the Plan. The units will vest on April 1, 2015 based on continued service through such date. Vested units will be converted to and settled in an equal number of shares of the issuer's common stock on the first day of the calendar month following the sixth month anniversary of termination of service as a director. The reporting person has been granted dividend equivalent rights on vested units, payable in cash if, as and when dividends are declared and paid on common stock. If the Merger with M&T Bank Corporation closes before April 1, 2015, a portion of the award will vest. This portion will be calculated based on the quotient of the number of days elapsed between (and including) April 1, 2014 and the Merger closing date divided by 365 and rounded up to the nearest whole unit.
- F5Award on January 27, 2015, pursuant to the Plan. The units will vest on January 1, 2016 based on continued service through such date. Vested units will be converted to and settled in an equal number of shares of the issuer's common stock on the first day of the calendar month following the sixth month anniversary of termination of service as a director. The reporting person has been granted dividend equivalent rights on vested units, payable in cash if, as and when dividends are declared and paid on common stock. If the Merger with M&T Bank Corporation closes before January 1, 2016, a portion of the award will vest. This portion will be calculated based on the quotient of the number of days elapsed between (and including) January 1, 2015 and the Merger closing date divided by 365 and rounded up to the nearest whole unit.