SEC Form 4 · accession 0001209191-15-078262

HUDSON CITY BANCORP INC · HCBK

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

Reporting owner

Anthony J Fabiano

Officer — President and COO · Director

Period of report

Nov 1, 2015

Accepted (ET)

Nov 3, 2015 · 9:54 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	D/I	Nature of ownership
Common Stock, par value $0.01/share^F1	Nov 1, 2015	D	51,802	—	D	D
Common Stock, par value $0.01/share^F2,F1	Nov 1, 2015	D	41,514	—	D	I	By ESOP
Common Stock, par value $0.01/share^F1	Nov 1, 2015	D	9,670	—	D	I	By IRA

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Deferred Stock Units^F3	$0.00	Nov 1, 2015	D	11,270	D	—	—	Common Stock	11,270	D
Deferred Stock Units^F4	$0.00	Nov 1, 2015	D	51,800	D	—	—	Common Stock	51,800	D
Deferred Stock Units^F5	$0.00	Nov 1, 2015	D	50,500	D	—	—	Common Stock	50,500	D
Deferred Stock Units^F6	$0.00	Nov 1, 2015	D	6,550	D	—	—	Common Stock	6,550	D
Stock Option (Right to Buy)^F7	$15.69	Nov 1, 2015	D	50,000	D	Jan 25, 2011	Jan 24, 2018	Common Stock	50,000	D
Stock Option (Right to Buy)^F7	$12.03	Nov 1, 2015	D	45,000	D	Jan 24, 2012	Jan 22, 2019	Common Stock	45,000	D
Stock Option (Right to Buy)^F7	$13.78	Nov 1, 2015	D	45,000	D	Jan 26, 2010	Jan 25, 2017	Common Stock	45,000	D
Stock Option (Right to Buy)^F7	$13.12	Nov 1, 2015	D	37,500	D	Jan 29, 2013	Jan 18, 2020	Common Stock	37,500	D
Stock Option (Right to Buy)^F7	$9.50	Nov 1, 2015	D	17,800	D	Apr 28, 2014	Mar 14, 2021	Common Stock	17,800	D
Phantom Stock Units^F8	$0.00	Nov 1, 2015	D	7,270	D	—	—	Common Stock	7,270	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.
F3Represents 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.
F4Represents 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.
F5Represents 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.
F6Represents the number of shares issuable upon future settlement of DSUs granted on March 15, 2011. These DSUs vested on April 28, 2014 due to 1) the satisfaction of certain performance measures and 2) continued service through March 15, 2014. These DSUs were to be settled on March 15, 2017 and pursuant to the Merger Agreement, as of the Effective Time were automatically converted into the right to receive the Cash Consideration.
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.
F8The reporting person is due, upon retirement, the equivalent dollar value of 7,270 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.