FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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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. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2011 | ||||||||||||||||||||||||||
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock | 04/21/2011 | G(1) | 246,052 | A | $0.00 | 374,284 | I | by Trust f/b/o M. Holcombe | |||||||
Common Stock | 08/11/2011 | G | 42,150 | A | $0.00 | 42,685(2) | D | ||||||||
Common Stock | 12/05/2011 | J(3) | 27(3) | A | $0.00 | 300(4)(5) | D | ||||||||
Common Stock | 12/05/2011 | J(3) | 136(3) | A | $0.00 | 1,503(4) | I | By Irr Insurance Trust | |||||||
Common Stock | 12/05/2011 | J(3) | 4,268(3) | A | $0.00 | 46,953(2)(4) | D | ||||||||
Common Stock | 12/05/2011 | J(3) | 12,879(3) | A | $0.00 | 141,673(4)(6) | D | ||||||||
Common Stock | 12/05/2011 | J(3) | 37,428(3) | A | $0.00 | 411,712(4) | I | by Trust f/b/o M. Holcombe | |||||||
Common Stock | 12/05/2011 | J(3) | 52,000(3) | A | $0.00 | 572,000(4) | I | by Eldred Preserve LLC (for which Reporting Person serves as co-manager) | |||||||
Common Stock | 12/05/2011 | J(3) | 224(3) | A | $0.00 | 2,470(4) | I | By Trust for Daughter I | |||||||
Common Stock | 12/05/2011 | J(3) | 224(3) | A | $0.00 | 2,470(4) | I | By Trust for Daughter II | |||||||
Common Stock | 12/05/2011 | J(3) | 5,991(3) | A | $0.00 | 65,905(4) | I | By Trust for Daughter I(7) | |||||||
Common Stock | 12/05/2011 | J(3) | 5,991(3) | A | $0.00 | 65,902(4) | I | By Trust for Daughter II(7) | |||||||
Common Stock | 12/05/2011 | J(3) | 312(3) | A | $0.00 | 3,444(4) | I | G.F. Holcombe a/c/f Daughters(8) | |||||||
Common Stock | 12/05/2011 | J(3) | 144(3) | A | $0.00 | 1,586(4) | I | By Family Trust | |||||||
Common Stock | 12/05/2011 | J(3) | 684(3) | A | $0.00 | 7,533(4) | I | By Family Foundation | |||||||
Common Stock | 12/05/2011 | J(3) | 63,587(3) | A | $0.00 | 699,463(4) | 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) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Employee Stock Options (Right-to-Buy) | $23.71(9) | 12/05/2011 | J(10) | 1,384 | 01/01/2006 | 01/01/2016 | Common Stock | 1,384 | $0.00 | 15,233(4) | D |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Distribution from Irrevocable Retained Annuity Trust |
2. These shares are owned by Marie A. Holcombe |
3. Stock dividend of .10 share of common stock for each share held at close of business on 11/23/2011, that was paid on 12/05/2011. |
4. Amount reflects stock dividend of .10 share of common stock for each share or option held at close of business on 11/23/2011, that was paid on 12/05/2011. |
5. These shares are owned by Gregory F. Holcombe |
6. Shares held jointly by Reporting Persons. |
7. Marie A. Holcombe serves as a co-trustee of this Trust effective May 24, 2010. |
8. By Gregory F. Holcombe as custodian equally for each of his 2 daughters |
9. Option grant price has been adjusted to reflect the allocation of 10% stock dividends. |
10. Allocation of stock dividend of .10 share of common stock for each option |
Remarks: |
/s/Stephen R. Brown (Stephen R. Brown as Attorney-in-Fact for Gregory F. & Marie A. Holcombe) | 02/13/2012 | |
** 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. |