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) 11/06/2007 | ||||||||||||||||||||||||||
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 | 11/06/2007 | P | 1,500 | A | $14.77 | 15,118 | I | By Spouse as Custodian(4) | ||
Common Stock, par value $0.01 per share | 2,110,454 | I | BY GRAT(5) | |||||||
Common Stock, par value $0.01 per share | 804,342 | D | ||||||||
Common Stock, par value $0.01 per share | 359,150 | I | By PIB(6) | |||||||
Common Stock, par value $0.01 per share | 57,708 | D(1) | ||||||||
Common Stock, par value $0.01 per share | 53,985 | I | By ESOP | |||||||
Common Stock, par value $0.01 per share | 28,854 | I | By Spouse | |||||||
Common Stock, par value $0.01 per share | 3,013 | I | By IRA |
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) | $2.16 | 01/13/2001 | 01/12/2010 | Common Stock | 2,262,046 | 2,262,046 | D | ||||||||
Stock Option (Right to Buy) | $12.76 | (3) | 07/20/2016 | Common Stock | 1,000,000 | 1,000,000 | D | ||||||||
Stock Option (Right to Buy) | $12.22 | (2) | 02/18/2014 | Common Stock | 641,199 | 641,199 | D | ||||||||
Stock Option (Right to Buy) | $3.4 | 01/13/2002 | 09/12/2011 | Common Stock | 411,801 | 411,801 | D | ||||||||
Phantom Stock Units | $0(7) | (7) | (7) | Common Stock | 133,527 | 133,527 | D | ||||||||
Phantom Stock Units | $0(8) | (8) | (8) | Common Stock | 38,286 | 38,286 | D |
Explanation of Responses: |
1. Award to reporting person of 30,000 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. The shares awarded were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 19,236 shares vested and became directly owned by the reporting person on each of April 20, 2006 and 2007. Such award will vest at a rate of 19,236 shares per year on each of April 20, 2008, 2009 and 2010. |
2. Grant to reporting person of options to buy 200,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan, approved at the Special Meeting, was made effective February 19, 2004. The options awarded and the exercise price of those options were adjusted to reflect a 3.206-for-1 stock split on June 7, 2005 and 128,240 options vested and became exercisable on each of January 13, 2006 and 2007. Options to buy 128,240 will vest and become exercisable on each of January 13, 2008, 2009 and 2010. |
3. Grant to the reporting person of options to buy 1,000,000 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, was effective July 21, 2006. Such options will fully vest and become exercisable on July 21, 2009. |
4. The spouse of the reporting person holds the shares listed for a minor child under the New Jersey Uniform Transfer to Minors Act. |
5. The shares reported are held in a grantor retained annuity trust for the benefit of the reporting person's spouse and children. The reporting person is the grantor. The reporting person's spouse serves as trustee. |
6. The reporting person holds the shares through the Hudson City Savings Bank's Profit Incentive Bonus Plan. |
7. The reporting person is due, upon retirement, the equivalent dollar value of 133,527 shares at December 31, 2006 through the Hudson City Savings Bank ESOP Restoration Plan. |
8. Phantom Stock acquired by the reporting person under the Hudson City Savings Bank Supplementary Savings Plan and the Hudson City Bancorp, Inc. Officers' Deferred Compensation Plan ("Plans"). The reporting person has elected that the funds accumulated in such Plans be distributed to the reporting person only in shares of Hudson City Bancorp, Inc. Common Stock and would be distributable only on or about January 1st of the calendar year following the calendar year in which the reporting person terminates all service with Hudson City Bancorp, Inc. and its affiliated companies, unless another date of payment is provided under the terms of the Plans. |
Remarks: |
On January 26, 2007, the reporting person received a grant of Performance Options to purchase 1,125,000 shares of Common Stock, par value $0.01 per share, at a price per share of $13.78. These options have a 10-year term ending January 25, 2017 (or earlier in certain circumstances) and become exercisable on January 26, 2010 provided that 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 satisfied. Under SEC regulations, these options are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied. On July 21, 2006, the reporting person received a grant of Performance Stock Options to purchase 1,250,000 shares of Common Stock, par value $0.01 per share, at a price per share of $12.76. These options have a 10-year term ending July 20, 2016 (or earlier in certain circumstances) and become exercisable on December 31, 2008 provided that the reporting person remains in continuous service through such date and certain corporate performance measures tied to operating efficiency and credit quality have been satisfied. Under SEC regulations, these options are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied. |
Veronica A. Olszewski, Attorney-in-fact | 11/08/2007 | |
** 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. |