SEC Form 4 · accession 0001209191-15-078260
HUDSON CITY BANCORP INC · HCBK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Tracey A Dedrick
Officer — Executive Vice President
Period of report
Nov 1, 2015
Accepted (ET)
Nov 3, 2015 · 9:53 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 | 40,086 | — | D | 0 | D | |
| Common Stock, par value $0.01/shareF2,F1 | Nov 1, 2015 | D | 16,310 | — | D | 0 | I | By ESOP |
| Common Stock, par value $0.01/shareF1,F3 | Nov 1, 2015 | D | 1,370 | — | D | 0 | 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 UnitsF4 | $0.00 | Nov 1, 2015 | D | 15,027 | D | — | — | Common Stock | 15,027 | 0 | D |
| Deferred Stock UnitsF5 | $0.00 | Nov 1, 2015 | D | 51,800 | D | — | — | Common Stock | 51,800 | 0 | D |
| Deferred Stock UnitsF6 | $0.00 | Nov 1, 2015 | D | 50,500 | D | — | — | Common Stock | 50,500 | 0 | D |
| Deferred Stock UnitsF7 | $0.00 | Nov 1, 2015 | D | 18,050 | D | — | — | Common Stock | 18,050 | 0 | D |
| Stock Option (Right to Buy)F8 | $8.33 | Nov 1, 2015 | D | 51,813 | D | Jul 22, 2014 | Jul 22, 2021 | Common Stock | 51,813 | 0 | D |
| Phantom Stock UnitsF9 | $0.00 | Nov 1, 2015 | D | 5,516 | D | — | — | Common Stock | 5,516 | 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.
- F2Reflects ESOP allocations and distributions that have occurred since the date of the reporting person's last ownership report.
- F3Shares were held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.
- F4Represents 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 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.
- F5Represents 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.
- 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 July 22, 2011. These DSUs vested on July 22, 2014 due to 1) the satisfaction of certain performance measures and 2) continued service through July 22, 2014. These DSUs were to be settled on July 22, 2017 and pursuant to the Merger Agreement, as of the Effective Time were automatically converted into the right to receive the Cash Consideration.
- F8Pursuant 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.
- F9The reporting person is due, upon retirement, the equivalent dollar value of 5,516 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.