SEC Form 4 · accession 0001206760-15-000068
HUDSON CITY BANCORP INC · HCBK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James A Klarer
Officer — Senior Vice President
Period of report
Mar 30, 2015
Accepted (ET)
Apr 1, 2015 · 7:07 pm EDT
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 shareF1 | Mar 30, 2015 | M | 12,631 | $0.00 | A | 175,249 | D | |
| Common Stock, par value $0.01 per shareF2 | Mar 30, 2015 | M | 7,026 | $0.00 | A | 182,275 | D | |
| Common Stock, par value $0.01 per shareF3 | Mar 30, 2015 | F | 6,728 | $10.47 | D | 175,547 | D | |
| Common Stock, par value $0.01 per share | holding | — | — | — | 65,114 | I | By ESOP | |
| Common Stock, par value $0.01 per shareF4 | holding | — | — | — | 55,899 | I | By PIB |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock UnitsF7 | $0.00 | Mar 30, 2015 | M | 12,631 | D | — | — | Common Stock | 12,631 | 0 | D |
| Deferred Stock UnitF9 | $0.00 | Mar 30, 2015 | M | 7,026 | D | — | — | Common Stock | 7,026 | 7,025 | D |
| Stock Option (Right to Buy) | $12.76 | holding | — | — | — | Jul 21, 2009 | Jul 20, 2016 | Common Stock | 150,000 | 150,000 | D |
| Stock Option (Right to Buy) | $15.69 | holding | — | — | — | Jan 25, 2011 | Jan 24, 2018 | Common Stock | 75,000 | 75,000 | D |
| Stock Option (Right to Buy) | $12.76 | holding | — | — | — | Jan 20, 2009 | Jul 20, 2016 | Common Stock | 75,000 | 75,000 | D |
| Stock Option (Right to Buy) | $12.03 | holding | — | — | — | Jan 24, 2012 | Jan 22, 2019 | Common Stock | 67,500 | 67,500 | D |
| Stock Option (Right to Buy) | $13.78 | holding | — | — | — | Jan 26, 2010 | Jan 25, 2017 | Common Stock | 67,500 | 67,500 | D |
| Stock Option (Right to Buy) | $13.12 | holding | — | — | — | Jan 29, 2013 | Jan 18, 2020 | Common Stock | 37,500 | 37,500 | D |
| Deferred Stock UnitsF6 | $0.00 | holding | — | — | — | — | — | Common Stock | 24,200 | 24,200 | D |
| Deferred Stock UnitF8 | $0.00 | holding | — | — | — | — | — | Common Stock | 21,700 | 21,700 | D |
| Stock Option (Right to Buy) | $9.50 | holding | — | — | — | Apr 28, 2014 | Mar 14, 2021 | Common Stock | 20,900 | 20,900 | D |
| Deferred Stock UnitF5 | $0.00 | holding | — | — | — | — | — | Common Stock | 7,700 | 7,700 | D |
Explanation of responses
- F1Issued pursuant to the Variable Deferred Stock Units (DSUs) Award granted on March 30, 2012. All performance measures were previously certified by the Company's Compensation Committee. These DSUs vested and settled on March 30, 2015 based on continued employment through such date.
- F2Issued pursuant to the Deferred Stock Units (DSUs) Award granted on March 30, 2012. All performance measures were previously certified by the Company's Compensation Committee. 14,051 DSUs vested on March 30, 2015. 7,026 of these DSUs settled on March 30, 2015 based on continued service through such date.
- F3Represents shares withheld at the direction of the Company's Compensation Committee to satisfy payroll tax withholding obligations with respect to the settlement of DSU awards.
- F4Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.
- F5Represents 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.
- F6Represents 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 16,132 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. 15,124 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.
- F7Represents the Variable Deferred Stock Units (DSUs) Award granted on March 30, 2012. All performance measures were previously certified by the Company's Compensation Committee. All such Variable DSUs vested and settled on March 30, 2015 based on continued employment through such date.
- F8Represents 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 7,233 of these DSUs as the service condition was met by continued service through January 1, 2015. An additional 7,233 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. 13,561 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.
- F9Represents the number of shares issuable upon future settlement of Deferred Stock Units (DSUs) granted on March 30, 2012. These DSUs vested 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. 7,026 of these DSUs 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 7,900 shares of common stock which will vest on 1/1/16. Vesting is tied to satisfaction, by the vesting 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.