SEC Form 4 · accession 0001209191-15-078264
HUDSON CITY BANCORP INC · HCBK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph Michalik
Officer — Senior Vice President
Period of report
Nov 1, 2015
Accepted (ET)
Nov 3, 2015 · 9:55 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 | 9,447 | — | D | 0 | D | |
| Common Stock, par value $0.01/shareF2,F1 | Nov 1, 2015 | D | 7,469 | — | D | 0 | I | By ESOP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Stock UnitsF3 | $0.00 | Nov 1, 2015 | D | 7,172 | D | — | — | Common Stock | 7,172 | 0 | D |
| Deferred Stock UnitsF4 | $0.00 | Nov 1, 2015 | D | 16,500 | D | — | — | Common Stock | 16,500 | 0 | D |
| Deferred Stock UnitsF5 | $0.00 | Nov 1, 2015 | D | 15,100 | D | — | — | Common Stock | 15,100 | 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.
- 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.