SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol HUDSON VALLEY HOLDING CORP [ HVB ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/30/2015 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/30/2015 | D | 2,300(1)(2) | D | (3) | 0 | D | |||
| Common Stock | 06/30/2015 | D | 46,953(4) | D | (5) | 0 | D | |||
| Common Stock | 06/30/2015 | D | 141,673(6) | D | (7) | 0 | D | |||
| Common Stock | 06/30/2015 | D | 1,503 | D | (8) | 0 | I | by Irr Insurance Trust | ||
| Common Stock | 06/30/2015 | D | 572,000 | D | (9) | 0 | I | by Eldred Preserve LLC | ||
| Common Stock | 06/30/2015 | D | 746,054 | D | (10) | 0 | I | by Trust f/b/o M. Holcombe | ||
| Common Stock | 06/30/2015 | D | 2,470 | D | (11) | 0 | I | by Trust for Daughter I | ||
| Common Stock | 06/30/2015 | D | 2,470 | D | (11) | 0 | I | by Trust for Daughter II | ||
| Common Stock | 06/30/2015 | D | 65,905 | D | (12) | 0 | I | by Trust for Daughter I(13) | ||
| Common Stock | 06/30/2015 | D | 65,902 | D | (14) | 0 | I | by Trust for Daughter II(13) | ||
| Common Stock | 06/30/2015 | D | 3,444 | D | (15) | 0 | I | G.F. Holcombe a/c/f Daughters(16) | ||
| Common Stock | 06/30/2015 | D | 1,586 | D | (17) | 0 | I | by Family Trust | ||
| Common Stock | 06/30/2015 | D | 7,533 | D | (18) | 0 | I | by Family Foundation | ||
| Common Stock | 06/30/2015 | D | 699,463 | D | (19) | 0 | I | by BMW Machinery (of which Reporting Person is the principal shareholder) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (Right-to-Buy) | $23.71 | 06/30/2015 | D | 15,233 | 01/01/2006 | 01/01/2016 | Common Stock | 15,233 | (20) | 0 | D | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These shares are owned by Gregory F. Holcombe. |
| 2. Includes 1,000 shares of Restricted Stock that vests 100% on February 6, 2016. The vesting of these shares was accelerated on June 30, 2015 in connection with the consummation of the merger of the Issuer with and into Sterling Bancorp. |
| 3. Disposed of pursuant to the Agreement and Plan of Merger between the Issuer and Sterling Bancorp (the "Merger Agreement") in exchange for 4,416 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the average of the closing sales price of Sterling Bancorp common stock on the New York Stock Exchange for the five trading days ending on the day preceding the closing date of the merger (the "Market Value of Sterling Common Stock")). |
| 4. These shares are owned by Marie A. Holcombe. |
| 5. Disposed of pursuant to the Merger Agreement in exchange for 90,149 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $11.18 in lieu of a fractional share of Sterling Bancorp common stock. |
| 6. Shares held jointly by Reporting Persons. |
| 7. Disposed of pursuant to the Merger Agreement in exchange for 272,012 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $2.35 in lieu of a fractional share of Sterling Bancorp common stock. |
| 8. Disposed of pursuant to the Merger Agreement in exchange for 2,885 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $11.18 in lieu of a fractional share of Sterling Bancorp common stock. |
| 9. Disposed of pursuant to the Merger Agreement in exchange for 1,098,240 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock). |
| 10. Disposed of pursuant to the Merger Agreement in exchange for 1,432,423 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $10.01 in lieu of a fractional share of Sterling Bancorp common stock. |
| 11. Disposed of pursuant to the Merger Agreement in exchange for 4,742 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $5.89 in lieu of a fractional share of Sterling Bancorp common stock. |
| 12. Disposed of pursuant to the Merger Agreement in exchange for 126,537 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $8.83 in lieu of a fractional share of Sterling Bancorp common stock. |
| 13. Marie A. Holcombe serves as a co-trustee of this Trust effective May 24, 2010. |
| 14. Disposed of pursuant to the Merger Agreement in exchange for 126,531 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $12.36 in lieu of a fractional share of Sterling Bancorp common stock. |
| 15. Disposed of pursuant to the Merger Agreement in exchange for a total of 6,612 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $7.06 in lieu of a fractional share of Sterling Bancorp common stock (with such shares of Sterling Bancorp common stock and cash in lieu of a fractional share of Sterling Bancorp common stock divided equally and held by the Reporting Person for each of his two daughters). |
| 16. by Gregory F. Holcombe as custodian equally for each of his 2 daughters. |
| 17. Disposed of pursuant to the Merger Agreement in exchange for 3,045 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $1.77 in lieu of a fractional share of Sterling Bancorp common stock. |
| 18. Disposed of pursuant to the Merger Agreement in exchange for 14,463 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $5.30 in lieu of a fractional share of Sterling Bancorp common stock. |
| 19. Disposed of pursuant to the Merger Agreement in exchange for 1,342,968 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $14.13 in lieu of a fractional share of Sterling Bancorp common stock. |
| 20. Cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (i) the number of shares of Issuer common stock subject to the option multiplied by (ii) the excess, if any, of $28.251 (which is the product of (a) the exchange ratio of 1.92 shares of Sterling Bancorp common stock for each share of Issuer common stock multiplied by (b) the Market Value of Sterling Common Stock) over the exercise price per share of Issuer common stock underlying such option. |
| Remarks: |
| /s/ James P. Blose (James P. Blose as Attorney-in-Fact for Gregory F. & Marie A. Holcombe) | 07/02/2015 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||