Sec Form 4 Filing - THOMPSON CRAIG S @ HUDSON VALLEY HOLDING CORP - 2012-08-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person THOMPSON CRAIG S 2. Issuer Name and Ticker or Trading Symbol HUDSON VALLEY HOLDING CORP [ HVB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O 21 SCARSDALE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 08/30/2012 (Street) YONKERS, NY10707 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 08/30/2012 S 1,317 D $ 16.85 165,583 D Common Stock 08/30/2012 S 5 D $ 16.87 165,578 D Common Stock 08/30/2012 S 200 D $ 16.88 165,378 D Common Stock 08/30/2012 S 191 D $ 16.9 165,187 D Common Stock 35,337 I by IRA Common Stock 7,129 I by Profit-Sharing Plan Common Stock 1,464 I by Spouse Common Stock 658 I as Custodian ( 1 ) Common Stock 658 I By Adult Child ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other THOMPSON CRAIG S C/O 21 SCARSDALE ROAD YONKERS, NY10707 X Signatures /s/ Stephen R. Brown (Stephen R. Brown as Attorney-in-Fact for Craig S. Thompson) 09/04/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Held by Reporting Person as custodian for child of Reporting Person under the Uniform Transfers to Minors Act. As of June 15, 2011, two of Reporting Person's children reached the age of majority. As a result, Reporting Person no longer holds 1,316 of the 1,974 shares of stock as Custodian (as previously reported on the most recent Form 4 filed June 26, 2012). One such adult child no longer resides at the same address as Reporting Person. Therefore, Reporting Person no longer has a reportable pecuniary interest in such adult child's 658 shares of stock. The other adult child resides at the same address as Reporting Person (see footnote 2). ( 2 )Held by an adult child of Reporting Person residing at same address as Reporting Person. Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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