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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $ 12.03 | 01/24/2012 | A | 127,500 | (1) | 01/22/2019 | Common Stock | 127,500 | $ 0 | 127,500 | D | ||||
| Phantom Stock Units | $ 0 (2) | 12/31/2010 | A | V | 3,238 | (2) | (2) | Common Stock | 3,238 | $ 0 | 11,133 | D | |||
| Stock Option (Right to Buy) | $ 15.69 | 01/25/2011 | 01/24/2018 | Common Stock | 150,000 | 150,000 | 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) | $ 12.22 | 01/13/2006 | 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 | ||||||||
| Stock Option (Right to Buy) | $ 13.78 | 01/26/2010 | 01/25/2017 | Common Stock | 67,500 | 67,500 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LAIRD THOMAS E WEST 80 CENTURY ROAD PARAMUS, NJ 07652 |
Executive Vice President | |||
| Veronica A. Olszewski, Attorney-in-fact | 01/26/2012 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Performance Stock Option grant, on January 23, 2009, to purchase 127,500 shares of common stock pursuant to the Hudson City Bancorp, Inc. 2006 Stock Incentive Plan. The options were to vest on January 23, 2012 based on 1) satisfaction of certain corporate performance measures and 2) approval by the Company's Compensation Committee that the measures were satisfied. The performance criteria have been met and, on January 24, 2012, approved. Accordingly, 127,500 options vested on January 24, 2012. |
| (2) | The reporting person is due, upon retirement, the equivalent dollar value of 11,133 shares at December 31, 2010 through the Hudson City Savings Bank ESOP Restoration Plan. |
| (3) | Shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan. |
| (4) | 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. |
| Remarks: Performance Stock Option grant, on 3/15/11, to purchase 45,900 shares of common stock at $9.50 per share. These options have a 10-yr term ending 3/14/21 and become exercisable on 3/15/14. Performance Deferred Stock Unit award, on 3/15/11, for 33,800 shares of common stock which will vest on 3/15/14.Performance Stock Option grant, on 1/19/10, to purchase 150,000 shares of common stock at $13.12 per share. These options have a 10-yr term ending 1/18/20 and become exercisable on 1/19/13. Terms may end earlier than 10 years in certain circumstances. Vesting is tied to satisfaction, by the exercisable dates, and approval by the Company's Compensation Committee, of certain corporate performance measures specific to each grant and award, and continuous service by the reporting person through such dates. Under applicable SEC regulations, these option grants and awards are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied. | |