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*
LAIRD THOMAS E

(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)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
07/30/2009
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 07/30/2009 M 49,968 A $2.16 49,969 D
Common Stock, par value $0.01 per share 07/30/2009 S 49,968(8) D $14 1(7) D
Common Stock, par value $0.01 per share 487,330(7) I By Trust
Common Stock, par value $0.01 per share 171,244 I By PIB(5)
Common Stock, par value $0.01 per share 63,670 I By ESOP
Common Stock, par value $0.01 per share 3,206 D(1)
Common Stock, par value $0.01 per share 910 I As Custodian(6)
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) $2.16 07/30/2009 M 49,968 01/13/2001 01/12/2010 Common Stock 49,968 $0 0 D
Phantom Stock Units $0(4) 12/31/2008 A V 2,843 (4) (4) Common Stock 2,843 $0 5,005 D
Stock Option (Right to Buy) $12.76 (2) 07/20/2016 Common Stock 150,000 150,000 D
Stock Option (Right to Buy) $12.22 (3) 02/18/2014 Common Stock 103,706 103,706 D
Stock Option (Right to Buy) $12.76 01/20/2009 07/20/2016 Common Stock 75,000 75,000 D
Explanation of Responses:
1. Award to the reporting person of 5,000 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 3,206 shares vested and became directly owned by the reporting person on each of April 20, 2006, 2007, 2008, and 2009. The remaining 3,206 shares will vest on April 20, 2010.
2. Grant to the reporting person of options to purchase 150,000 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. 60% of such options vested and became exercisable on July 21, 2009. The remaining 40% will vest and become exercisable on July 21, 2011.
3. Grant to the reporting person of options to purchase 40,000 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2000 Stock Option Plan which the stockholders approved at the Special Meeting, 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 25,643 options vested and became exercisable on each of January 13, 2006, 2007 and 2008. 25,655 options vested and became exercisable on January 13, 2009 and the remaining 25,656 options will vest and become exercisable on January 13, 2010.
4. The reporting person is due, upon retirement, the equivalent dollar value of 5,005 shares on December 31, 2008 through the Hudson City Savings Bank ESOP Restoration Plan.
5. Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.
6. The shares are held by the reporting person as custodian for the reporting person's children under the New Jersey Uniform Transfers to Minors Act.
7. Since the reporting persons last report, 3,206 shares, previously reported in the RRP, have vested and were transferred from directly beneficially owned by the reporting person to the reporting person's Trust.
8. The shares sold were acquired through the exercise of stock options. All of these options expire in January 2010 and, therefore, must be exercised or forfeited within the next 6 months.
Remarks:
On 1/23/09 the reporting person received a grant of Performance Stock Options to purchase 127,500 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 1/23/09 the reporting person received a Performance Retention Restricted Stock award of 45,000 shares of common stock. These shares will fully vest on 1/23/12 provided certain corp. performance measures tied to operating efficiency during the 2009 fiscal yr have been met. On 1/25/08, the reporting person received a grant of Performance Stock Options to purchase 150,000 shares of common stock at a price per share of $15.69. These options have a 10-yr term ending 1/24/18 (or earlier in certain circumstances) & become exercisable on 1/25/11, provided the reporting person remains in continuous service through such date & certain corp. performance measures tied to return on equity & diluted earnings per share have been satisfied. On 1/26/07, the reporting person received a grant of Performance Stock Options to purchase 67,500 shares of common stock at a price per share of $13.78. These options have a 10-yr term ending 1/25/17 (or earlier in certain circumstances) & become exercisable on 1/26/10 provided that the reporting person remains in continuous service through such date & certain corp. performance measures tied to return on equity & diluted earnings per share have been satisfied. Under applicable SEC regulations, this stock award & these option grants are reportable in Tables I & Il of Form 4, respectively, only if and when the performance conditions have been satisfied.
Veronica A. Olszewski, Attorney-in-fact 08/03/2009
** 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).
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