SEC Form 4 · accession 0001209191-15-078235

HUDSON CITY BANCORP INC · HCBK

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Disposed of pursuant to the Agreement and Plan of Merger by and among M&T Bank Corporation ("M&T"), issuer and Wilmington Trust Corporation ("Merger Sub"), dated August 27, 2012, as amended (the "Merger Agreement"), pursuant to which issuer was merged with and into Merger Sub, effective on November 1, 2015 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, each issued and outstanding share of issuer common stock was converted into the right to receive (i) 0.08403 of a share of common stock of M&T (the "Stock Consideration") or (ii) an amount in cash equal to the product of 0.08403 and the average of the closing sale prices of M&T common stock on the NYSE for the ten trading days immediately preceding the closing date (the "Cash Consideration"). As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of issuer common stock.
• F10The reporting person is due, upon retirement, the equivalent dollar value of 164,357 shares of issuer common stock as of December 31, 2014 through the Supplemental ESOP Benefit under the Benefit Maintenance Plan of Hudson City Savings Bank. Pursuant to the Merger Agreement, at the Effective Time, these units were converted into the right to receive the Merger Consideration.
• F11Phantom stock acquired by the reporting person under the Hudson City Bancorp, Inc. Officers' Deferred Compensation Plan. The reporting person elected that the funds accumulated in such plan that are deemed invested in the issuer common stock, including any additional dividend equivalents deemed reinvested with respect thereto, will be distributed to the reporting person only in shares of issuer common stock and would be distributable only on or about January 1st of the calendar year following the calendar year in which the reporting person terminates all service with the issuer and its affiliated companies, unless another date of payment is provided under the terms of the plan. Pursuant to the Merger Agreement, at the Effective Time, these units were converted into the right to receive the Merger Consideration.
• F2Reflects ESOP allocations and distributions that have occurred since the date of the reporting person's last ownership report.
• F3These shares were held in a grantor retained annuity trust that was established for the benefit of the reporting person's children. The reporting person is the grantor and the reporting person and his children serve as trustees.
• F4Shares were 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 ("DSUs") granted on March 30, 2012. These DSUs were to vest upon 1) the satisfaction of certain performance measures and 2) continued service through March 30, 2015. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into the right to receive the Cash Consideration.
• F6Represents the number of shares issuable upon future settlement of DSUs granted on March 29, 2014. These DSUs were to vest upon 1) the satisfaction of certain performance measures and 2) continued service through a specified date. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into a right to receive the Stock Consideration and the converted DSUs were assumed by M&T, subject to the same terms and conditions as applicable prior to the Effective Time.
• F7Represents the number of shares issuable upon future settlement of DSUs granted on June 18, 2013. These DSUs were to vest upon 1) the satisfaction of certain performance measures and 2) continued service through a specified date. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into a right to receive the Stock Consideration and the converted DSUs were assumed by M&T, subject to the same terms and conditions as applicable prior to the Effective Time.
• F8Represents the number of shares issuable upon future settlement of DSUs granted on March 15, 2011. These DSUs vested upon 1) the satisfaction of certain performance measures and 2) continued service through a specified date. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into the right to receive the Cash Consideration.
• F9Pursuant to the Merger Agreement, at the Effective Time, all stock options were automatically converted into options to purchase 0.08403 of a share of M&T common stock per share of issuer common stock and the converted stock options were assumed by M&T, subject to the same terms and conditions as applicable prior to the Effective Time except as modified by the Merger Agreement.