4//SEC Filing
HUDSON VALLEY HOLDING CORP 4
Accession 0001209191-15-059009
CIK 0000722256operating
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 5:16 PM ET
Size
20.8 KB
Accession
0001209191-15-059009
Insider Transaction Report
Form 4
Swadba John M
Other
Transactions
- Tax Payment
Common Stock
2015-06-30−1,090→ 3,655 total - Tax Payment
Common Stock
2015-06-30−239→ 3,416 total - Disposition to Issuer
Common Stock
2015-06-30−3,416→ 0 total - Disposition to Issuer
Restricted Stock Units
2015-06-30−2,658→ 0 totalExercise: $0.00→ Common Stock (2,658 underlying) - Award
Restricted Stock Units
2015-06-30+2,658→ 2,658 totalExercise: $0.00→ Common Stock (2,658 underlying) - Award
Restricted Stock
2015-06-30+969→ 969 totalExercise: $0.00→ Common Stock (969 underlying) - Disposition to Issuer
Restricted Stock
2015-06-30−969→ 0 totalExercise: $0.00→ Common Stock (969 underlying)
Footnotes (8)
- [F1]Accelerated vesting of 3,000 shares of Restricted Stock that were scheduled to vest as follows: 750 shares on 07/26/2015 and 1,125 shares on each of 07/26/2016 and 07/26/2017. 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 3,000 shares that vested, 1,090 shares were withheld for the payment of taxes.
- [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 969 shares of Restricted Stock which vest over 3 years on the anniversary of the grant commencing 02/20/2015, at a rate of 33.3% for each year (323 shares vested on 02/20/2015 and 323 shares will vest on each of 02/20/2016 and 02/20/2017).
- [F4]Accelerated vesting of 646 shares of Restricted Stock that were scheduled to vest as follows: 323 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 646 shares that vested, 239 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 6,558 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 $10.59 in lieu of a fractional share of Sterling Bancorp common stock.
- [F6]Restricted Stock Units are convertible into common stock on a one-for-one basis.
- [F7]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.
- [F8]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.
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, 5:16 PM ET
- Size
- 20.8 KB