SEC FORM 5

SEC Form 5

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^*

HOLCOMBE GREGORY F

(Last)

(First)

(Middle)

C/O 35 EAST GRASSY SPRAIN ROAD

(Street)

YONKERS

10710

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HUDSON VALLEY HOLDING CORP [ HUVL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/27/2009		J⁽¹⁾	1,788,804⁽¹⁾	D	$0.00	0	I	by Nexgen Holdings LLC
Common Stock	08/27/2009		J⁽¹⁾	103,207	A	$0.00	103,705	D⁽²⁾
Common Stock	08/27/2009		J⁽¹⁾	1,015,069	A	$0.00	1,015,069	I	by Trust f/b/o Marie Holcombe
Common Stock	08/27/2009		J⁽¹⁾	1,130	A	$0.00	1,130	I	by Irr Insurance Trust
Common Stock	08/27/2009		J⁽¹⁾	1,857	A	$0.00	1,857	I	by Trust for Daughter I
Common Stock	08/27/2009		J⁽¹⁾	1,857	A	$0.00	1,857	I	By Trust for Daughter II
Common Stock	08/27/2009		J⁽¹⁾	48,065	A	$0.00	52,734	I	By Trust for Daughter I⁽³⁾
Common Stock	08/27/2009		J⁽¹⁾	48,062	A	$0.00	52,731	I	By Trust for Daughter II⁽³⁾
Common Stock	08/27/2009		J⁽¹⁾	2,590	A	$0.00	2,590	I	G.F. Holcombe a/c/f daughters⁽⁴⁾
Common Stock	08/27/2009		J⁽¹⁾	1,192	A	$0.00	1,192	I	by Family Trust
Common Stock	08/27/2009		J⁽¹⁾	565,775	A	$0.00	575,105	I	by BMW Machinery (of which Reporting Person is the principal shareholder)
Common Stock	12/17/2009		J⁽⁵⁾	249⁽⁵⁾	A	$0.00	2,740⁽⁶⁾	D⁽⁷⁾
Common Stock	12/17/2009		J⁽⁵⁾	10,370⁽⁵⁾	A	$0.00	114,075⁽⁶⁾	D⁽²⁾
Common Stock	12/17/2009		J⁽⁵⁾	101,506⁽⁵⁾	A	$0.00	1,116,575⁽⁶⁾	I	by Trust f/b/o Marie Holcombe
Common Stock	12/17/2009		J⁽⁵⁾	113⁽⁵⁾	A	$0.00	1,243⁽⁶⁾	I	by Irr Insurance Trust
Common Stock	12/17/2009		J⁽⁵⁾	185⁽⁵⁾	A	$0.00	2,042⁽⁶⁾	I	by Trust for Daughter I
Common Stock	12/17/2009		J⁽⁵⁾	185⁽⁵⁾	A	$0.00	2,042⁽⁶⁾	I	by Trust for Daughter II
Common Stock	12/17/2009		J⁽⁵⁾	5,273⁽⁵⁾	A	$0.00	58,007⁽⁶⁾	I	by Trust for Daughter I⁽³⁾
Common Stock	12/17/2009		J⁽⁵⁾	5,273⁽⁵⁾	A	$0.00	58,004⁽⁶⁾	I	by Trust for Daughter II⁽³⁾
Common Stock	12/17/2009		J⁽⁶⁾	258⁽⁵⁾	A	$0.00	2,848⁽⁶⁾	I	G.F. Holcombe a/c/f Daughters⁽⁴⁾
Common Stock	12/17/2009		J⁽⁵⁾	119⁽⁵⁾	A	$0.00	1,311⁽⁶⁾	I	by Family Trust
Common Stock	12/17/2009		J⁽⁵⁾	566⁽⁵⁾	A	$0.00	6,227⁽⁶⁾	I	by Family Foundation
Common Stock	12/17/2009		J⁽⁵⁾	57,510⁽⁵⁾	A	$0.00	632,615⁽⁶⁾	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)
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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Optoins (Right-to-Buy)	$42	12/17/2009		J⁽⁸⁾	1,144⁽⁸⁾		12/17/2009	01/01/2016	Common Stock	1,144⁽⁸⁾	$0.00	12,590⁽⁹⁾	D

1. Name and Address of Reporting Person^*

HOLCOMBE GREGORY F

(Last)

(First)

(Middle)

C/O 35 EAST GRASSY SPRAIN ROAD

(Street)

YONKERS

10710

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HOLCOMBE MARIE A

(Last)

(First)

(Middle)

C/O 35 EAST GRASSY SPRAIN ROAD

(Street)

YONKERS

10710

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The reported securities were owned directly by Nexgen Holdings LLC and indirectly by (i) Marie Holcombe as a co-manager and member of Nexgen Holdings LLC, (ii) James Veneruso as a co-manager of Nexgen Holdings LLC, (iii) The Josephine Abplanalp Revocable Living Trust f/b/o Marie A. Holcombe as a member of Nexgen Holdings LLC and (iv) other members of Nexgen Holdings LLC who are not Reporting Persons. In connection with the dissolution of Nexgen Holdings LLC, all shares of the Issuer held by the LLC were distributed on a pro rata basis to the members of the LLC.

2. These shares are owned by Marie A. Holcombe

3. Gregory F. Holcombe became Trustee for this Trust June 12, 2006

4. by Gregory F. Holcombe as custodian equally for each of his 2 daughters

5. Stock dividend of .10 share of common stock for each share held that was paid on 12/17/2009

6. Amount reflects stock dividend of .10 share of common stock for each share held that was paid on 12/17/2009

7. These shares are owned by Gregory F. Holcombe

8. Allocation of stock dividend of .10 share of common stock for each option

9. Amount reflects stock dividend of .10 share of common stock for each option held

Remarks:

	/s/ Stephen R. Brown (Stephen R. Brown as Attorney-in-Fact for Gregory F. & Marie A. Holcombe)	02/12/2010
	** 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).
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