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
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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*
Klarer James A
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
04/28/2014
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 per share 04/28/2014 A 7,700(1) A $0 165,186 D
Common Stock, par value $0.01 per share 04/28/2014 F 2,568(2) D $9.89 162,618 D
Common Stock, par value $0.01 per share 60,402 I By ESOP
Common Stock, par value $0.01 per share 55,444 I By PIB(3)
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) $9.5 04/28/2014 A 20,900 (4) 03/14/2021 Common Stock 20,900 $0 20,900 D
Deferred Stock Unit $0(5) 04/28/2014 A 7,700 (5) (5) Common Stock 7,700 $0 7,700 D
Stock Option (Right to Buy) $12.76 07/21/2009 07/20/2016 Common Stock 150,000 150,000 D
Stock Option (Right to Buy) $15.69 01/25/2011 01/24/2018 Common Stock 75,000 75,000 D
Stock Option (Right to Buy) $12.76 01/20/2009 07/20/2016 Common Stock 75,000 75,000 D
Stock Option (Right to Buy) $12.03 01/24/2012 01/22/2019 Common Stock 67,500 67,500 D
Stock Option (Right to Buy) $13.78 01/26/2010 01/25/2017 Common Stock 67,500 67,500 D
Stock Option (Right to Buy) $11.17 01/13/2006 01/20/2015 Common Stock 48,090 48,090 D
Stock Option (Right to Buy) $13.12 01/29/2013 01/18/2020 Common Stock 37,500 37,500 D
Deferred Stock Units $0(6) (6) (6) Common Stock 24,200 24,200 D
Deferred Stock Units $0(7) (7) (7) Common Stock 4,233 4,233 D
Explanation of Responses:
1. Issued pursuant to Deferred Stock Unit Awards granted on March 15, 2011. These DSUs vested on April 28, 2014 due to 1) the satisfaction of certain performance measures as certified by the Company's Compensation Committee on April 28, 2014 and 2) continued service through March 15, 2014.
2. Represents shares withheld at the direction of the Company's Compensation Committee to satisfy payroll tax withholding obligations with respect to the settlement of DSU awards.
3. Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.
4. Performance stock option grant on March 15, 2011, to purchase 20,900 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan. These options vested on April 28, 2014 due to 1) the satisfaction of certain performance measures as certified by the Company's Compensation Committee on April 28, 2014 and 2) continued service through March 15, 2014.
5. Represents the number of shares issuable upon future settlement of Deferred Stock Units granted on March 15, 2011. These DSUs vested on April 28, 2014 due to 1) the satisfaction of certain performance measures as certified by the Company's Compensation Committee on April 28, 2014 and 2) continued service through March 15, 2014. These DSUs will be settled on March 15, 2017. Accelerated settlement of vested DSUs may occur in the event of death or disability, or in connection with a change in control.
6. Represents the number of shares issuable upon future settlement of Deferred Stock Units (DSUs) granted on June 18, 2013 based on satisfaction of certain corporate performance measures, as certified by the Company's Compensation Committee on January 28, 2014. Service conditions on 8,066 of these DSUs were met on January 1, 2014. An additional 8,066 of these DSUs will vest on January 1, 2015 and the remainder will vest on January 1, 2016, assuming continued employment through such dates. 15,124 of these DSUs will be settled on June 18, 2016, and the remainder will be settled on June 18, 2019. Accelerated settlement of vested DSUs may occur in the event of death or disability. Pro-rated, accelerated vesting and settlement may occur in the event of discharge without cause or resignation with good reason following a change in control.
7. Represents the number of shares issuable upon future settlement of Variable Deferred Stock Units granted on March 30, 2012 based on the Company's return on equity for 2012, as certified by the Compensation Committee of the Board of Directors on January 29, 2013. Such Variable Deferred Stock Units will vest and settle on March 30, 2015 assuming continued employment through such date. Pro-rated, accelerated vesting and settlement may occur in the event of death, disability, retirement. Accelerated vesting and settlement may also occur in the event of discharge without cause or resignation with good reason following a change in control.
Remarks:
Performance Deferred Stock Unit award, on 3/30/12, for 14,051 shares of common stock which will vest on 3/30/15. Variable Performance Deferred Stock Unit award, on 3/30/12, for 6,551 shares of common stock which will vest on 3/30/15. Vesting is tied to satisfaction, by the vesting dates, and approval by the Company's Compensation Committee, of certain corporate performance measures specific to each award, and continuous service by the reporting person through such dates. Under applicable SEC regulations, these awards are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied.
Veronica A. Olszewski, Attorney-in Fact 04/30/2014
** Signature of Reporting Person Date
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