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 VALLEY HOLDING CORP [ HVB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/28/2014 | ||||||||||||||||||||||||||
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 | 02/28/2014 | M | 4,774 | A | $18.78 | 139,332(1)(2) | D | |||
Common Stock | 02/28/2014 | S | 4,774 | D | $19.01 | 134,558(1)(2) | D | |||
Common Stock | 02/28/2014 | F | 1,056(3) | D | $18.79 | 133,502 | D | |||
Common Stock | 12,604 | I | by spouse |
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 | ||||||||
Employee Stock Options (Right-to-Buy) | $18.78 | 02/28/2014 | M | 4,774 | (4) | 01/01/2015 | Common Stock | 4,774 | $0.00 | 0 | D | ||||
Employee Stock Options (Right-to-Buy) | $23.77 | (5) | 02/07/2016 | Common Stock | 5,830 | 0(6) | D |
Explanation of Responses: |
1. Includes 1,983 shares of Restricted Stock that vested on 10/31/2013 upon the achievement of specified performance criteria and 994 shares of Restricted Stock that will vest at a rate of 33.3% per year over 3 years beginning on the anniversary of the date of the grant (which was 03/06/2013). Accordingly, 332 shares will vest on 03/06/2014 and 331 shares will vest on each of 03/06/2015 and 03/06/2016. |
2. Includes 1,914 shares of Restricted Stock Award which vest over 3 years on the anniversary of the grant commencing 02/20/2015, at a rate of 33.3% for each year (638 shares will vest on each of 02/20/2015, 02/20/2016 and 02/20/2017). |
3. Represents shares that were withheld to satisfy the Reporting Person's tax withholding obligation upon the accelerated vesting of 2,908 shares of Restricted Stock granted under the Issuer's 2010 Omnibus Incentive Plan in accordance with the terms and conditions of such plan. The accelerated vesting of the 2,908 shares of Restricted Stock was due to the Reporting Person's retirement from the Issuer on 02/28/2014. |
4. Options became exercisable at 20% per year over 5 years on the anniversary of the grant, beginning on the date of the original grant of 01/01/2005. Accordingly, all options are presently exercisable. |
5. Options became exercisable at 20% per year over 5 years on the anniversary of the grant, beginning on the date of the original grant of 02/07/2006. Accordingly, all options are presently exercisable. |
6. Options canceled pursuant to the terms and conditions of the plan under which such options were granted as a result of the voluntary departure (i.e., retirement) of the Reporting Person from the Issuer on 02/28/2014. |
Remarks: |
/s/ Michael J. Indiveri (Michael J. Indiveri as Attorney-in-Fact for Vincent T. Palaia) | 03/04/2014 | |
** 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). | ||
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. |