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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* HOLCOMBE GREGORY F (Last) (First) (Middle) C/O 35 EAST GRASSY SPRAIN ROAD (Street) YONKERS NY 10710 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HUDSON VALLEY HOLDING CORP [ HVB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 02/06/2014
	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 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	02/06/2014		A		1,000(1)	A	$0.00	1,300(2)(3)	D
Common Stock								46,953(4)	D
Common Stock								141,673(5)	D
Common Stock								1,503	I	by Irr Insurance Trust
Common Stock								572,000	I	by Eldred Preserve LLC
Common Stock								746,054	I	by Trust f/b/o M. Holcombe
Common Stock								2,470	I	by Trust for Daughter I
Common Stock								2,470	I	by Trust for Daughter II
Common Stock								65,905	I	by Trust for Daughter I(6)
Common Stock								65,902	I	by Trust for Daughter II(6)
Common Stock								3,444	I	G.F. Holcombe a/c/f Daughters(7)
Common Stock								1,586	I	by Family Trust
Common Stock								7,533	I	by Family Foundation
Common Stock								699,463	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right-to-Buy)	$23.71(8)							01/01/2006	01/01/2016	Common Stock	15,233		15,233	D

1. Name and Address of Reporting Person* HOLCOMBE GREGORY F (Last) (First) (Middle) C/O 35 EAST GRASSY SPRAIN ROAD (Street) YONKERS NY 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 NY 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. Restricted Stock vests 100% on February 6, 2015, which is the first anniversary of the grant.

2. These shares are owned by Gregory F. Holcombe

3. Includes 1,000 shares of Restricted Stock which vest 100% on the first anniversary of the grant (1,000 shares will vest on 02/06/2015).

4. These shares are owned by Marie A. Holcombe

5. Shares held jointly by Reporting Persons.

6. Marie A. Holcombe serves as a co-trustee of this Trust effective May 24, 2010.

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

8. Option grant price has been adjusted to reflect the allocation of 10% stock dividends.

Remarks:

	/s/ Stephen R. Brown (Stephen R. Brown as Attorney-in-Fact for Gregory F. & Marie A. Holcombe)	02/10/2014
	** 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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