4//SEC Filing
HUDSON CITY BANCORP INC 4
Accession 0001209191-15-078271
CIK 0000921847operating
Filed
Nov 2, 7:00 PM ET
Accepted
Nov 3, 9:58 PM ET
Size
35.9 KB
Accession
0001209191-15-078271
Insider Transaction Report
Form 4
Mahler Christopher L
Senior Vice President
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2015-11-01−25,000→ 0 totalExercise: $15.69From: 2011-01-25Exp: 2018-01-24→ Common Stock (25,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-11-01−45,000→ 0 totalExercise: $12.03From: 2012-01-24Exp: 2019-01-22→ Common Stock (45,000 underlying) - Disposition to Issuer
Common Stock, par value $0.01/share
2015-11-01−136,106→ 0 total - Disposition to Issuer
Common Stock, par value $0.01/share
2015-11-01−52,805→ 0 total(indirect: By PIB) - Disposition to Issuer
Deferred Stock Units
2015-11-01−6,250→ 0 totalExercise: $0.00→ Common Stock (6,250 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-11-01−25,000→ 0 totalExercise: $12.76From: 2009-01-20Exp: 2016-07-20→ Common Stock (25,000 underlying) - Disposition to Issuer
Deferred Stock Units
2015-11-01−18,100→ 0 totalExercise: $0.00→ Common Stock (18,100 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-11-01−50,000→ 0 totalExercise: $12.76From: 2009-07-21Exp: 2016-07-20→ Common Stock (50,000 underlying) - Disposition to Issuer
Deferred Stock Units
2015-11-01−5,806→ 0 totalExercise: $0.00→ Common Stock (5,806 underlying) - Disposition to Issuer
Deferred Stock Units
2015-11-01−20,000→ 0 totalExercise: $0.00→ Common Stock (20,000 underlying) - Disposition to Issuer
Common Stock, par value $0.01/share
2015-11-01−43,875→ 0 total(indirect: By ESOP) - Disposition to Issuer
Stock Option (Right to Buy)
2015-11-01−37,500→ 0 totalExercise: $13.12From: 2013-01-29Exp: 2020-01-18→ Common Stock (37,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-11-01−16,900→ 0 totalExercise: $9.50From: 2014-04-28Exp: 2021-03-14→ Common Stock (16,900 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2015-11-01−22,500→ 0 totalExercise: $13.78From: 2010-01-26Exp: 2017-01-25→ Common Stock (22,500 underlying)
Footnotes (8)
- [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]Reflects ESOP allocations and distributions that have occurred since the date of the reporting person's last ownership report.
- [F3]Shares were held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.
- [F4]Represents the number of shares issuable upon future settlement of Deferred Stock Units ("DSUs") granted on March 30, 2012. These DSUs vested upon 1) the satisfaction of certain performance measures and 2) continued service through March 30, 2015. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into the right to receive the Cash Consideration.
- [F5]Represents the number of shares issuable upon future settlement of DSUs granted on June 18, 2013. These DSUs were to vest upon 1) the satisfaction of certain performance measures and 2) continued service through a specified date. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into a right to receive the Stock Consideration and the converted DSUs were assumed by M&T, subject to the same terms and conditions as applicable prior to the Effective Time.
- [F6]Represents the number of shares issuable upon future settlement of DSUs granted on March 29, 2014. These DSUs were to vest upon 1) the satisfaction of certain performance measures and 2) continued service through a specified date. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into a right to receive the Stock Consideration and the converted DSUs were assumed by M&T, subject to the same terms and conditions as applicable prior to the Effective Time.
- [F7]Represents the number of shares issuable upon future settlement of DSUs granted on March 15, 2011. These DSUs vested on April 28, 2014 due to 1) the satisfaction of certain performance measures and 2) continued service through March 15, 2014. These DSUs were to be settled on March 15, 2017 and pursuant to the Merger Agreement, as of the Effective Time were automatically converted into the right to receive the Cash Consideration.
- [F8]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, 9:58 PM ET
- Size
- 35.9 KB