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4//SEC Filing

HUDSON VALLEY HOLDING CORP 4

Accession 0001209191-15-058990

CIK 0000722256operating
View on SEC.govCompany Profile

Filed

Jul 1, 8:00 PM ET

Accepted

Jul 2, 5:10 PM ET

Size

38.5 KB

Accession

0001209191-15-058990

Insider Transaction Report

Form 4
Period: 2015-06-30
HUDSON VALLEY HOLDING CORPHVB
HOLCOMBE GREGORY F
Director10% Owner
Transactions
  • Disposition to Issuer

    Common Stock

    2015-06-30−65,902→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Common Stock

    2015-06-30−7,533→ 0 total(indirect: By Foundation)
  • Disposition to Issuer

    Common Stock

    2015-06-30−572,000→ 0 total(indirect: By LLC)
  • Disposition to Issuer

    Employee Stock Option (Right-to-Buy)

    2015-06-30−15,233→ 0 total
    Exercise: $23.71From: 2006-01-01Exp: 2016-01-01→ Common Stock (15,233 underlying)
  • Disposition to Issuer

    Common Stock

    2015-06-30−2,300→ 0 total
  • Disposition to Issuer

    Common Stock

    2015-06-30−746,054→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Common Stock

    2015-06-30−2,470→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Common Stock

    2015-06-30−1,586→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Common Stock

    2015-06-30−46,953→ 0 total
  • Disposition to Issuer

    Common Stock

    2015-06-30−141,673→ 0 total
  • Disposition to Issuer

    Common Stock

    2015-06-30−3,444→ 0 total(indirect: G.F. Holcombe a/c/f Daughters)
  • Disposition to Issuer

    Common Stock

    2015-06-30−65,905→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Common Stock

    2015-06-30−1,503→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Common Stock

    2015-06-30−2,470→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Common Stock

    2015-06-30−699,463→ 0 total(indirect: by BMW Machinery (of which Reporting Person is the principal shareholder))
HOLCOMBE MARIE A
10% Owner
Transactions
  • Disposition to Issuer

    Common Stock

    2015-06-30−141,673→ 0 total
  • Disposition to Issuer

    Common Stock

    2015-06-30−699,463→ 0 total(indirect: by BMW Machinery (of which Reporting Person is the principal shareholder))
  • Disposition to Issuer

    Common Stock

    2015-06-30−2,300→ 0 total
  • Disposition to Issuer

    Common Stock

    2015-06-30−1,503→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Common Stock

    2015-06-30−2,470→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Common Stock

    2015-06-30−65,902→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Common Stock

    2015-06-30−7,533→ 0 total(indirect: By Foundation)
  • Disposition to Issuer

    Employee Stock Option (Right-to-Buy)

    2015-06-30−15,233→ 0 total
    Exercise: $23.71From: 2006-01-01Exp: 2016-01-01→ Common Stock (15,233 underlying)
  • Disposition to Issuer

    Common Stock

    2015-06-30−46,953→ 0 total
  • Disposition to Issuer

    Common Stock

    2015-06-30−572,000→ 0 total(indirect: By LLC)
  • Disposition to Issuer

    Common Stock

    2015-06-30−2,470→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Common Stock

    2015-06-30−65,905→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Common Stock

    2015-06-30−1,586→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Common Stock

    2015-06-30−746,054→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Common Stock

    2015-06-30−3,444→ 0 total(indirect: G.F. Holcombe a/c/f Daughters)
Footnotes (20)
  • [F1]These shares are owned by Gregory F. Holcombe.
  • [F10]Disposed of pursuant to the Merger Agreement in exchange for 1,432,423 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $10.01 in lieu of a fractional share of Sterling Bancorp common stock.
  • [F11]Disposed of pursuant to the Merger Agreement in exchange for 4,742 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $5.89 in lieu of a fractional share of Sterling Bancorp common stock.
  • [F12]Disposed of pursuant to the Merger Agreement in exchange for 126,537 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $8.83 in lieu of a fractional share of Sterling Bancorp common stock.
  • [F13]Marie A. Holcombe serves as a co-trustee of this Trust effective May 24, 2010.
  • [F14]Disposed of pursuant to the Merger Agreement in exchange for 126,531 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $12.36 in lieu of a fractional share of Sterling Bancorp common stock.
  • [F15]Disposed of pursuant to the Merger Agreement in exchange for a total of 6,612 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $7.06 in lieu of a fractional share of Sterling Bancorp common stock (with such shares of Sterling Bancorp common stock and cash in lieu of a fractional share of Sterling Bancorp common stock divided equally and held by the Reporting Person for each of his two daughters).
  • [F16]by Gregory F. Holcombe as custodian equally for each of his 2 daughters.
  • [F17]Disposed of pursuant to the Merger Agreement in exchange for 3,045 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $1.77 in lieu of a fractional share of Sterling Bancorp common stock.
  • [F18]Disposed of pursuant to the Merger Agreement in exchange for 14,463 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $5.30 in lieu of a fractional share of Sterling Bancorp common stock.
  • [F19]Disposed of pursuant to the Merger Agreement in exchange for 1,342,968 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $14.13 in lieu of a fractional share of Sterling Bancorp common stock.
  • [F2]Includes 1,000 shares of Restricted Stock that vests 100% on February 6, 2016. The vesting of these shares was accelerated on June 30, 2015 in connection with the consummation of the merger of the Issuer with and into Sterling Bancorp.
  • [F20]Cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to the product of (i) the number of shares of Issuer common stock subject to the option multiplied by (ii) the excess, if any, of $28.251 (which is the product of (a) the exchange ratio of 1.92 shares of Sterling Bancorp common stock for each share of Issuer common stock multiplied by (b) the Market Value of Sterling Common Stock) over the exercise price per share of Issuer common stock underlying such option.
  • [F3]Disposed of pursuant to the Agreement and Plan of Merger between the Issuer and Sterling Bancorp (the "Merger Agreement") in exchange for 4,416 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the average of the closing sales price of Sterling Bancorp common stock on the New York Stock Exchange for the five trading days ending on the day preceding the closing date of the merger (the "Market Value of Sterling Common Stock")).
  • [F4]These shares are owned by Marie A. Holcombe.
  • [F5]Disposed of pursuant to the Merger Agreement in exchange for 90,149 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $11.18 in lieu of a fractional share of Sterling Bancorp common stock.
  • [F6]Shares held jointly by Reporting Persons.
  • [F7]Disposed of pursuant to the Merger Agreement in exchange for 272,012 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $2.35 in lieu of a fractional share of Sterling Bancorp common stock.
  • [F8]Disposed of pursuant to the Merger Agreement in exchange for 2,885 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $11.18 in lieu of a fractional share of Sterling Bancorp common stock.
  • [F9]Disposed of pursuant to the Merger Agreement in exchange for 1,098,240 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock).

Documents

2 files

Issuer

HUDSON VALLEY HOLDING CORP

CIK 0000722256

→
Entity typeoperating
IncorporatedNY

Related Parties

1
  • filerCIK 0000722256

Filing Metadata

Form type
4
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 5:10 PM ET
Size
38.5 KB
View on SEC.gov