SEC Form 4 · accession 0001209191-15-078239
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
Nov 1, 2015
Accepted (ET)
Nov 3, 2015 · 9:41 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/shareF1 | Nov 1, 2015 | D | 172,585 | — | D | 0 | 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 UnitsF2 | $0.00 | Nov 1, 2015 | D | 8,109 | D | — | — | Common Stock | 8,109 | 0 | D |
| Deferred Stock UnitsF3 | $0.00 | Nov 1, 2015 | D | 10,761 | D | — | — | Common Stock | 10,761 | 0 | D |
| Deferred Stock UnitsF4 | $0.00 | Nov 1, 2015 | D | 7,693 | D | — | — | Common Stock | 7,693 | 0 | D |
| Deferred Stock UnitsF5 | $0.00 | Nov 1, 2015 | D | 7,677 | D | — | — | Common Stock | 7,677 | 0 | D |
| Deferred Stock UnitsF6 | $0.00 | Nov 1, 2015 | D | 5,790 | D | — | — | Common Stock | 5,790 | 0 | D |
| Stock Option (Right to Buy)F7 | $13.47 | Nov 1, 2015 | D | 50,000 | D | Apr 26, 2011 | Apr 25, 2020 | Common Stock | 50,000 | 0 | D |
| Stock Option (Right to Buy)F7 | $12.81 | Nov 1, 2015 | D | 50,000 | D | Apr 24, 2010 | Apr 23, 2019 | Common Stock | 50,000 | 0 | D |
| Stock Option (Right to Buy)F7 | $18.84 | Nov 1, 2015 | D | 50,000 | D | Apr 24, 2009 | Apr 23, 2018 | Common Stock | 50,000 | 0 | D |
| Stock Option (Right to Buy)F7 | $13.35 | Nov 1, 2015 | D | 50,000 | D | Apr 27, 2008 | Apr 26, 2017 | Common Stock | 50,000 | 0 | D |
| Stock Option (Right to Buy)F7 | $12.76 | Nov 1, 2015 | D | 50,000 | D | Jul 21, 2007 | Jul 20, 2016 | Common Stock | 50,000 | 0 | D |
| Stock Option (Right to Buy)F7 | $9.50 | Nov 1, 2015 | D | 22,917 | D | Apr 25, 2012 | Apr 24, 2021 | Common Stock | 22,917 | 0 | D |
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.
- F2Represents the number of shares issuable upon future settlement of Deferred Stock Units ("DSUs") granted on January 27, 2015 pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan. These DSUs were to vest upon continued service through a specified date. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into DSUs with respect to M&T common stock, the number of shares of which equaled the product of (x) the number of shares of issuer common stock subject to the DSUs immediately before the Effective Time and (y) 0.08403.
- F3Represents the number of shares issuable upon future settlement of DSUs granted on April 25, 2012 pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan. These DSUs vested on April 25, 2013 and were to be converted to shares of issuer common stock and settled following termination of service as a director. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into DSUs with respect to M&T common stock, the number of shares of which equaled the product of (x) the number of shares of issuer common stock subject to the DSUs immediately before the Effective Time and (y) 0.08403.
- F4Represents the number of shares issuable upon future settlement of DSUs granted on March 25, 2014 pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan. These DSUs vested on April 1, 2015 and were to be converted to shares of issuer common stock and settled following termination of service as a director. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into DSUs with respect to M&T common stock, the number of shares of which equaled the product of (x) the number of shares of issuer common stock subject to the DSUs immediately before the Effective Time and (y) 0.08403.
- F5Represents the number of shares issuable upon future settlement of DSUs granted on August 2, 2013 pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan. These DSUs vested on April 1, 2014 and were to be converted to shares of issuer common stock and settled following termination of service as a director. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into DSUs with respect to M&T common stock, the number of shares of which equaled the product of (x) the number of shares of issuer common stock subject to the DSUs immediately before the Effective Time and (y) 0.08403.
- F6Represents the number of shares issuable upon future settlement of DSUs granted on April 25, 2011 pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan. These DSUs vested on April 25, 2012 and were to be converted to shares of issuer common stock and settled following termination of service as a director. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into DSUs with respect to M&T common stock, the number of shares of which equaled the product of (x) the number of shares of issuer common stock subject to the DSUs immediately before the Effective Time and (y) 0.08403.
- F7Pursuant 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.