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) 06/07/2005 | ||||||||||||||||||||||||||
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 per share | 06/07/2005 | P | 50,000 | A | $10 | 172,829(5) | D | |||
Common Stock, par value $0.01 per share | 16,000(5) | D(1) | ||||||||
Common Stock, par value $0.01 per share | 61,415(5) | I | By GRAT(4) | |||||||
Common Stock, par value $0.01 per share | 12,308(5) | 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 | ||||||||
Stock Option (Right to Buy)(5) | $6.9375 | 01/13/2001 | 01/13/2010 | Common Stock | 57,586 | 57,586(5) | D | ||||||||
Stock Option (Right to Buy)(5) | $39.2 | (2) | 02/18/2014 | Common Stock | 75,000 | 75,000(5) | D | ||||||||
Stock Option (Right to Buy)(5) | $13.495 | (2) | 01/09/2012 | Common Stock | 50,000 | 50,000(5) | D | ||||||||
Phanthom Stock Units(5) | (3) | (3) | (3) | Common Stock | 6,965 | 6,965(5) | D |
Explanation of Responses: |
1. Award to reporting person of 10,000 shares of common stock was made 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), 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 reporting person of 15,000 shares of common stock pursuant to the RRP was made by the Board of Directors, effective January 10, 2002. On April 20, 2002, 3,000 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, 2004 and 2005 an additional 6,000 shares vested. The remaining 6,000 unvested shares will vest on April 20, 2006. |
2. Grant to reporting person of options to buy 75,000 shares of common stock was made pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan, which was approved by stockholders at the Special Meeting, 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 reporting person of options to buy 25,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan was made by the Board of Directors, effective January 10, 2002. The options awarded to the reporting person were adjusted to reflect a 2-for-1 stock split on June 17, 2002. Options to buy 10,000 shares of common stock vested and became exercisable on each of January 13, 2003, 2004 and 2005. An additional 10,000 options will vest and become exercisable on each of January 13, 2006 and 2007. |
3. The reporting is due, upon retirement, the equivalent dollar value of 6,965 shares on December 31, 2004 through the Hudson City Savings Bank ESOP Restoration Plan. |
4. The shares reported are held in a grantor retained annuity trust for the benefit of the reporting person's children. The reporting person is the grantor, and the reporting person and his son serve as trustees. |
5. On June 7, 2005, the common stock of Hudson City Bancorp, Inc. split 3.206-for-1, resulting in the reporting person's acquisition of 2.206 additional shares of common stock for each share owned less fractional shares cashed-out. The number of shares reported as acquired on June 7, 2005 reflect post-split shares. However, but for those post-split shares reported as acquired, all other amounts of securities and derivative securities beneficially owned following the reported transaction do not yet reflect the June 7, 2005 stock split. |
Remarks: |
Louis J. Beierle, Attorney-in-Fact | 06/09/2005 | |
** 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. |