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*
SALAMONE DENIS J
(Last) (First) (Middle)
WEST 80 CENTURY ROAD
(Street)
PARAMUS NJ 07652
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HUDSON CITY BANCORP INC [ HCBK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Executive VP
3. Date of Earliest Transaction (Month/Day/Year)
01/19/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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, par value $0.01/share 01/19/2010 A 131,250 A $0 140,868 D(1)(2)
Common Stock, par value $0.01/share 1,029,270 D
Common Stock, par value $0.01/share 91,417 I By GRAT(6)
Common Stock, par value $0.01/share 41,721 I By ESOP
Common Stock, par value $0.01/share 11,666 I By PIB(7)
Common Stock, par value $0.01/share 6,412 I By IRA
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
Stock Option (Right to Buy) $13.78 01/19/2010 A 337,500 (3) 01/25/2017 Common Stock 337,500 $0 337,500 D
Phantom Stock Units $0(5) 12/31/2008 A V 15,031 (5) (5) Common Stock 15,031 $0 74,292 D
Stock Option (Right to Buy) $3.59 01/13/2002 10/28/2011 Common Stock 820,736 820,736 D
Stock Option (Right to Buy) $12.76 (4) 07/20/2016 Common Stock 750,000 750,000 D
Stock Option (Right to Buy) $12.76 01/20/2009 07/20/2016 Common Stock 375,000 375,000 D
Stock Option (Right to Buy) $12.22 01/13/2006 02/18/2014 Common Stock 312,417 312,417 D
Explanation of Responses:
1. Award to the reporting person of 15,000 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"), effective February 19, 2004. The shares awarded were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 9,618 shares vested and became directly owned by the reporting person on each of April 20, 2006, 2007, 2008, and 2009. The remaining 9,618 shares will vest and become directly owned by the reporting person on April 20, 2010.
2. On January 23, 2009 the reporting person received an award of Performance Retention Restricted Stock of 131,250 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan (the "Plan"), which the stockholders approved at the Annual Meeting of Stockholders of Hudson City Bancorp, Inc. held on June 8, 2006. The award will vest and become directly owned by the reporting person at a rate of 43,750 shares per year on each of January 23, 2010, 2011 and 2012 based on 1) satisfaction of certain corporate measures during the 2009 fiscal year and 2) certification by the Company's Compensation Committee that the measures were satisfied. The performance criteria for 2009 have been met and on January 19, 2010, certified. Accordingly, 43,750 shares will vest and become directly owned by the reporting person on January 23, 2010.
3. On January 26, 2007, the reporting person received a grant of Performance Stock Options to purchase 337,500 shares of common stock pursuant to the Plan, which the stockholders approved at the Annual Meeting of Stockholders of Hudson City Bancorp, Inc. held on June 8, 2006. The options are to vest on January 26, 2010 based on 1) satisfaction, from January 1, 2007 through December 31, 2009, of certain corporate performance measures and 2) certification by the Company's Compensation Committee that the measures were satisfied. The performance criteria have been met, and on January 19, 2010, certified. Accordingly, 337,500 options will vest and become exercisable by the reporting person on January 26, 2010.
4. Grant to the reporting person of options to purchase 750,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan, which the stockholders approved at the Annual Meeting of Stockholders of Hudson City Bancorp, Inc. held on June 8, 2006, effective July 21, 2006. 450,000 of such options vested and became exercisable by the reporting person on July 21, 2009. The remaining 300,000 will vest and become exercisable by the reporting person on July 21, 2011.
5. The reporting person is due upon retirement the equivalent dollar value of 74,292 shares of HCBK common stock as of December 31, 2008 through the Hudson City Savings Bank ESOP Restoration Plan.
6. The shares reported are held in a grantor retained annuity trust that was established for the benefit of the reporting person's children. The reporting person is the grantor and the reporting person and his children serve as trustees.
7. Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.
Remarks:
On 1/23/09 the reporting person received a grant of Performance Stock Options to purchase 300,000 shares of common stock at a price per share of $12.03. These options have a 10-yr term ending 1/22/19 (or earlier in certain circumstances) & become exercisable provided the reporting person remains in continuous service through such date & certain corp. measures tied to return on equity & diluted earnings per share are satisfied on or prior to 1/23/12. On 1/25/08, the reporting person received a grant of Performance Stock Options to purchase 375,000 shares of Common Stock, par value $0.01 per share, at a price of $15.69. These options have a 10-yr. term ending 1/24/18 (or earlier in certain circumstances) and become exercisable on 1/25/11 provided the reporting person remains in continuous service through such date and certain corporate performance measures tied to return on equity and diluted earnings per share have been satisifed. Under applicable SEC regulations, these option grants are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied.
Veronica A. Olszewski, Attorney-in-fact 01/21/2010
** 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).
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.