4//SEC Filing
HUDSON CITY BANCORP INC 4
Accession 0001209191-15-078223
CIK 0000921847operating
Filed
Nov 2, 7:00 PM ET
Accepted
Nov 3, 9:30 PM ET
Size
33.4 KB
Accession
0001209191-15-078223
Insider Transaction Report
Form 4
AZZARA MICHAEL W
Director
Transactions
- Disposition to Issuer
Common Stock, par value $0.01/share
2015-11-01−153,198→ 0 total - Disposition to Issuer
Deferred Stock Units
2015-11-01−8,109→ 0 totalExercise: $0.00→ Common Stock (8,109 underlying) - Disposition to Issuer
Deferred Stock Units
2015-11-01−7,693→ 0 totalExercise: $0.00→ Common Stock (7,693 underlying) - Disposition to Issuer
Deferred Stock Units
2015-11-01−7,677→ 0 totalExercise: $0.00→ Common Stock (7,677 underlying) - Disposition to Issuer
Deferred Stock Units
2015-11-01−5,790→ 0 totalExercise: $0.00→ Common Stock (5,790 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-11-01−50,000→ 0 totalExercise: $13.35From: 2008-04-27Exp: 2017-04-26→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-11-01−50,000→ 0 totalExercise: $13.47From: 2011-04-26Exp: 2020-04-25→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-11-01−50,000→ 0 totalExercise: $12.81From: 2010-04-24Exp: 2019-04-23→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-11-01−50,000→ 0 totalExercise: $12.76From: 2007-07-21Exp: 2016-07-20→ Common Stock (50,000 underlying) - Disposition to Issuer
Deferred Stock Units
2015-11-01−10,761→ 0 totalExercise: $0.00→ Common Stock (10,761 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-11-01−50,000→ 0 totalExercise: $18.84From: 2009-04-24Exp: 2018-04-23→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-11-01−22,917→ 0 totalExercise: $9.50From: 2012-04-25Exp: 2021-04-24→ Common Stock (22,917 underlying)
Footnotes (7)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger by and among M&T Bank Corporation ("M&T"), issuer and Wilmington Trust Corporation ("Merger Sub"), dated August 27, 2012, as amended (the "Merger Agreement"), pursuant to which issuer was merged with and into Merger Sub, effective on November 1, 2015 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, each issued and outstanding share of issuer common stock was converted into the right to receive (i) 0.08403 of a share of common stock of M&T (the "Stock Consideration") or (ii) an amount in cash equal to the product of 0.08403 and the average of the closing sale prices of M&T common stock on the NYSE for the ten trading days immediately preceding the closing date (the "Cash Consideration"). As a result of the Merger, the reporting person no longer beneficially owns directly or indirectly any shares of issuer common stock.
- [F2]Represents the number of shares issuable upon future settlement of Deferred Stock Units ("DSUs") granted on January 27, 2015 pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan. These DSUs were to vest upon continued service through a specified date. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into DSUs with respect to M&T common stock, the number of shares of which equaled the product of (x) the number of shares of issuer common stock subject to the DSU immediately before the Effective Time and (y) 0.08403.
- [F3]Represents the number of shares issuable upon future settlement of DSUs granted on April 25, 2012 pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan. These DSUs vested on April 25, 2013 and were to be converted to shares of issuer common stock and settled following termination of service as a director. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into DSUs with respect to M&T common stock, the number of shares of which equaled the product of (x) the number of shares of issuer common stock subject to the DSUs immediately before the Effective Time and (y) 0.08403.
- [F4]Represents the number of shares issuable upon future settlement of DSUs granted on March 25, 2014 pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan. These DSUs vested on April 1, 2015 and were to be converted to shares of issuer common stock and settled following termination of service as a director. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into DSUs with respect to M&T common stock, the number of shares of which equaled the product of (x) the number of shares of issuer common stock subject to the DSUs immediately before the Effective Time and (y) 0.08403.
- [F5]Represents the number of shares issuable upon future settlement of DSUs granted on August 2, 2013 pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan. These DSUs vested on April 1, 2014 and were to be converted to shares of issuer common stock and settled following termination of service as a director. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into DSUs with respect to M&T common stock, the number of shares of which equaled the product of (x) the number of shares of issuer common stock subject to the DSUs immediately before the Effective Time and (y) 0.08403.
- [F6]Represents the number of shares issuable upon future settlement of DSUs granted on April 25, 2011 pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan. These DSUs vested on April 25, 2012 and were to be converted to shares of issuer common stock and settled following termination of service as a director. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into DSUs with respect to M&T common stock, the number of shares of which equaled the product of (x) the number of shares of issuer common stock subject to the DSUs immediately before the Effective Time and (y) 0.08403.
- [F7]Pursuant to the Merger Agreement, at the Effective Time, all stock options were automatically converted into options to purchase 0.08403 of a share of M&T common stock per share of issuer common stock and the converted stock options were assumed by M&T, subject to the same terms and conditions as applicable prior to the Effective Time except as modified by the Merger Agreement.
Documents
Issuer
HUDSON CITY BANCORP INC
CIK 0000921847
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000921847
Filing Metadata
- Form type
- 4
- Filed
- Nov 2, 7:00 PM ET
- Accepted
- Nov 3, 9:30 PM ET
- Size
- 33.4 KB