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)
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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) 01/21/2005 | ||||||||||||||||||||||||||
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 | 01/21/2005 | A | 10,000 | A | $0 | 21,620 | D(1)(2) | |||
Common Stock, par value $0.01 | 16,960 | D | ||||||||
Common Stock, par value $0.01 | 12,089 | I | By PIB(3) | |||||||
Common Stock, par value $0.01 | 4,382 | I | By ESOP |
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 | ||||||||
Stk Optn(Right to Buy) | $35.84 | 01/21/2005 | A | 15,000 | (4)(5) | 01/21/2015 | Common Stk | 15,000 | $0 | 15,000 | D | ||||
Stk Optn(Right to Buy) | $39.2 | (4)(5) | 02/19/2014 | Common stk | 20,000 | 20,000 | D | ||||||||
Stk Optn(Right to Buy) | $13.5 | (4)(5) | 01/10/2012 | Common Stk | 6,000 | 6,000 | D | ||||||||
Stk Optn(Right to Buy) | $6.9375 | (4)(5) | 01/13/2010 | Common Stk | 25,000 | 25,000 | D |
Explanation of Responses: |
1. Award to the reporting person of 10,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Recognition and Retention Plan ("RRP"), which the stockholders approved at a Special Meeting of Stockholders of Hudson City Bancorp, Inc. held on January 13, 2000 ("Special Meeting"), was effective January 21, 2005. Such award will vest in equal installments, at a rate of 20% per year, on each of April 20, 2006, 2007, 2008, 2009 and 2010 . Previous award to the reporting person of 3,500 shares of common stock pursuant to the RRP was made by the Board of Directors, effective February 19, 2004. Such award will vest in equal installments, at a rate of 20% per year, on each of April 20, 2006, 2007, 2008, 2009 and 2010. Previous award to the reporting person of 2,900 shares of common stock pursuant to the RRP was made by the Board of Directors, effective Janaury 10, 2002. On April 20, 2002, 580 shares vested and became directly owned by the reporting person. (Continued in Note 2) |
2. The shares awarded pursuant to the RRP were adjusted to reflect a 2-for-1 stock split on June 17, 2002 and on each of April 20, 2003 and 2004, 1,160 shares vested and became directly owned by the reporting person. An additional 1,160 shares will vest on each of April 20, 2005 and 2006. Previous award to the reporting person of 14,500 shares of common stock pursuant to the RRP was made by the Board of Directors, effective Janaury 13, 2000. On each of April 20, 2001 and 2002, 2,900 shares vested and became directly owned by the reporting person. The shares awarded pursuant to the RRP were adjusted to reflect a 2-for-1 stock split on June 17, 2002 and on each of April 20, 2003 and 2004, 5,800 shares vested and became directly owned by the reporting person. An additional 5,800 shares will vest on April 20, 2005. |
3. Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan. |
4. Grant to the reporting person of options to buy 15,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan ("the Plan") that was approved by stockholders at the Special Meeting was effective Janaury 21, 2005. Such award will vest in equal installments, at a rate of 20% per year, on each of January 13, 2006, 2007, 2008, 2009 and 2010. Previous grant to the reporting person of options to buy 20,000 shares of common stock pursuant to the Plan was made by the Board of Directors, effective February 19, 2004. Such award will vest in equal installments, at a rate of 20% per year, on each of January 13, 2006, 2007, 2008, 2009 and 2010. Previous grant to the reporting person of options to buy 5,000 shares of common stock pursuant to the Plan was made by the Board of Directors, effective January 10, 2002. (Footnote 4 continues in footnote 5) |
5. The 5,000 options awarded to the reporting person were adjusted to reflect a 2-for-1 stock split on June 17, 2002 and 2,000 options vested and became exercisable on each of January 13, 2003, 2004 and 2005. The unvested options will vest and become exercisable at a rate of 2,000 per year on each of January 13, 2006 and 2007. Previous grant to the reporting person of options to buy 25,000 shares of common stock pursuant to the Plan was made by the Board of Directors, effective January 13, 2000. Options to buy 5,000 shares of common stock vested and became exercisable on each of January 13, 2001 and 2002. The options awarded to the reporting person were adjusted to reflect a 2-for-1 stock split on June 17, 2002 and 10,000 options vested and became exercisable on each of January 13, 2003, 2004 and 2005. |
Remarks: |
James A. Klarer | 01/24/2005 | |
** 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. |