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 CITY BANCORP INC [ HCBK ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 11/01/2015 | ||||||||||||||||||||||||||
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, par value $0.01/share | 11/01/2015 | D | 2,263,494 | D | (1) | 0 | D | |||
Common Stock, par value $0.01/share | 11/01/2015 | D | 76,181(2) | D | (1) | 0 | I | By ESOP | ||
Common Stock, par value $0.01/share | 11/01/2015 | D | 29,611 | D | (1) | 0 | I | By GRAT(3) | ||
Common Stock, par value $0.01/share | 11/01/2015 | D | 14,681 | D | (1) | 0 | I | By PIB(4) | ||
Common Stock, par value $0.01/share | 11/01/2015 | D | 6,412 | D | (1) | 0 | I | By IRA |
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 | ||||||||
Deferred Stock Units | $0.00 | 11/01/2015 | D | 80,030 | (5) | (5) | Common Stock | 80,030 | $0.00 | 0 | D | ||||
Deferred Stock Units | $0.00 | 11/01/2015 | D | 204,100 | (6) | (6) | Common Stock | 204,100 | $0.00 | 0 | D | ||||
Deferred Stock Units | $0.00 | 11/01/2015 | D | 125,900 | (7) | (7) | Common Stock | 125,900 | $0.00 | 0 | D | ||||
Deferred Stock Units | $0.00 | 11/01/2015 | D | 71,950 | (8) | (8) | Common Stock | 71,950 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $12.76 | 11/01/2015 | D | 750,000 | 07/21/2009 | 07/20/2016(9) | Common Stock | 750,000 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $15.69 | 11/01/2015 | D | 375,000 | 01/25/2011 | 01/24/2018(9) | Common Stock | 375,000 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $12.76 | 11/01/2015 | D | 375,000 | 01/20/2009 | 07/20/2016(9) | Common Stock | 375,000 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $13.78 | 11/01/2015 | D | 337,500 | 01/26/2010 | 01/25/2017(9) | Common Stock | 337,500 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $12.03 | 11/01/2015 | D | 300,000 | 01/24/2012 | 01/22/2019(9) | Common Stock | 300,000 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $9.5 | 11/01/2015 | D | 195,100 | 04/28/2014 | 03/14/2021(9) | Common Stock | 195,100 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $13.12 | 11/01/2015 | D | 187,500 | 01/29/2013 | 01/18/2020(9) | Common Stock | 187,500 | $0.00 | 0 | D | ||||
Phantom Stock Units | $0.00 | 11/01/2015 | D | 164,357 | (10) | (10) | Common Stock | 164,357 | (10) | 0 | D | ||||
Phantom Stock Units | $0.00 | 11/01/2015 | D | 21,080 | (11) | (11) | Common Stock | 21,080 | (10) | 0 | D |
Explanation of Responses: |
1. Disposed 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. |
2. Reflects ESOP allocations and distributions that have occurred since the date of the reporting person's last ownership report. |
3. These shares were held in a grantor retained annuity trust that was established for the benefit of the reporting person's children. The reporting person is the grantor and the reporting person and his children serve as trustees. |
4. Shares were held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan. |
5. Represents the number of shares issuable upon future settlement of Deferred Stock Units ("DSUs") granted on March 30, 2012. These DSUs were to vest 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. |
6. Represents 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. |
7. Represents 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. |
8. Represents the number of shares issuable upon future settlement of DSUs granted on March 15, 2011. These DSUs vested 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 the right to receive the Cash Consideration. |
9. Pursuant 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. |
10. The reporting person is due, upon retirement, the equivalent dollar value of 164,357 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. |
11. Phantom stock acquired by the reporting person under the Hudson City Bancorp, Inc. Officers' Deferred Compensation Plan. The reporting person elected that the funds accumulated in such plan that are deemed invested in the issuer common stock, including any additional dividend equivalents deemed reinvested with respect thereto, will be distributed to the reporting person only in shares of issuer common stock and would be distributable only on or about January 1st of the calendar year following the calendar year in which the reporting person terminates all service with the issuer and its affiliated companies, unless another date of payment is provided under the terms of the plan. Pursuant to the Merger Agreement, at the Effective Time, these units were converted into the right to receive the Merger Consideration. |
Remarks: |
/s/ Veronica A. Olszewski, Attorney-in-Fact | 11/03/2015 | |
** 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. |