4//SEC Filing
HUDSON VALLEY HOLDING CORP 4
Accession 0001209191-15-058993
CIK 0000722256operating
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 5:12 PM ET
Size
26.9 KB
Accession
0001209191-15-058993
Insider Transaction Report
Form 4
Indiveri Michael J.
Executive Vice President & CFO
Transactions
- Disposition to Issuer
Common Stock
2015-06-30−11,484→ 0 total - Award
Restricted Stock Units
2015-06-30+1,289→ 1,918 totalExercise: $0.00→ Common Stock (1,289 underlying) - Disposition to Issuer
Restricted Stock Units
2015-06-30−2,900→ 0 totalExercise: $0.00→ Common Stock (2,900 underlying) - Tax Payment
Common Stock
2015-06-30−824→ 11,802 total - Disposition to Issuer
Restricted Stock Units
2015-06-30−1,289→ 0 totalExercise: $0.00→ Common Stock (1,289 underlying) - Tax Payment
Common Stock
2015-06-30−318→ 11,484 total - Award
Restricted Stock Units
2015-06-30+2,900→ 2,900 totalExercise: $0.00→ Common Stock (2,900 underlying) - Disposition to Issuer
Common Stock
2015-06-30−1,500→ 0 total - Disposition to Issuer
Common Stock
2015-06-30−7,325→ 0 total(indirect: By LLC) - Disposition to Issuer
Common Stock
2015-06-30−4,500→ 0 total(indirect: By IRA)
Footnotes (13)
- [F1]Accelerated vesting of 2,250 shares of Restricted Stock that were scheduled to vest as follows: 1,125 shares on each of 05/10/2016 and 05/10/2017. 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. Of the total of 2,250 shares that vested, 824 shares were withheld for the payment of taxes.
- [F10]Disposed of pursuant to the Merger Agreement in exchange for 8,640 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).
- [F11]Restricted Stock Units are convertible into common stock on a one-for-one basis.
- [F12]Accelerated vesting of previously granted Restricted Stock Units that was contingent upon the achievement of specified performance criteria. The specified performance criteria are deemed to have been met as a result of the merger.
- [F13]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 Restricted Stock Unit multiplied by (ii) 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.
- [F2]Price calculated as the product of (i) the market value of $14.714 per share of Sterling Bancorp common stock 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")) multiplied by (ii) the exchange ratio of 1.92 shares of Sterling Bancorp common stock for each share of Issuer common stock.
- [F3]Includes 1,290 shares of Restricted Stock Award which vest over 3 years on the anniversary of the grant commencing 02/20/2015, at a rate of 33.3% for each year (430 shares vested on 02/20/2015 and 430 shares will vest on each of 02/20/2016 and 02/20/2017).
- [F4]Accelerated vesting of 860 shares of Restricted Stock scheduled to vest as follows: 430 shares on each of 02/20/2016 and 02/20/2017. 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. Of the total of 860 shares that vested, 318 shares were withheld for the payment of taxes.
- [F5]Disposed of pursuant to the Agreement and Plan of Merger between the Issuer and Sterling Bancorp (the "Merger Agreement") in exchange for 22,049 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 $4.12 in lieu of a fractional share of Sterling Bancorp common stock.
- [F6]Held through LLC owned jointly by Reporting Person and spouse of Reporting Person.
- [F7]Disposed of pursuant to the Merger Agreement in exchange for 14,064 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).
- [F8]Held jointly with spouse.
- [F9]Disposed of pursuant to the Merger Agreement in exchange for 2,880 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).
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, 5:12 PM ET
- Size
- 26.9 KB