Sec Form 4 Filing - PALAIA VINCENT T @ HUDSON VALLEY HOLDING CORP - 2014-02-20

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 PALAIA VINCENT T 2. Issuer Name and Ticker or Trading Symbol HUDSON VALLEY HOLDING CORP [ HVB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) EVP of Primary Operating Sub (Last) (First) (Middle) C/O 21 SCARSDALE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/20/2014 (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 02/20/2014 A 1,914 ( 1 ) A $ 0 134,558 ( 2 ) ( 3 ) D Common Stock 02/24/2014 M 1,639 A $ 18.78 136,197 ( 2 ) ( 3 ) D Common Stock 02/24/2014 S 1,639 D $ 19.01 134,558 ( 2 ) ( 3 ) D Common Stock 12,604 I by spouse

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 Employee Stock Options (Right-to-Buy) $ 18.78 02/24/2015 M 1,639 ( 4 ) 01/01/2015 Common Stock 1,639 $ 0 4,774 D Employee Stock Options (Right-to-Buy) $ 23.77 ( 5 ) 02/07/2016 Common Stock 5,830 5,830 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PALAIA VINCENT T C/O 21 SCARSDALE ROAD YONKERS, NY10707 EVP of Primary Operating Sub Signatures /s/ Michael J. Indiveri (Michael J. Indiveri as Attorney-in-Fact for Vincent T. Palaia) 02/24/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted Stock vests over 3 years on the anniversary of the grant commencing 02/20/2015, at a rate of 33.3% per year. Accordingly, 638 shares will vest on each of 02/20/2015, 02/20/2016 and 02/20/2017. ( 2 )Includes 1,983 shares of Restricted Stock that vested on 10/31/2013 upon the achievement of specified performance criteria and 994 shares of Restricted Stock that will vest at a rate of 33.3% per year over 3 years beginning on the anniversary of the date of the grant (which was 03/06/2013). Accordingly, 332 shares will vest on 03/06/2014 and 331 shares will vest on each of 03/06/2015 and 03/06/2016. ( 3 )Includes 1,914 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 (638 shares will vest on each of 02/20/2015, 02/20/2016 and 02/20/2017). ( 4 )Options became exercisable at 20% per year over 5 years on the anniversary of the grant, beginning on the date of the original grant of 01/01/2005. Accordingly, all options are presently exercisable. ( 5 )Options became exercisable at 20% per year over 5 years on the anniversary of the grant, beginning on the date of the original grant of 02/07/2006. Accordingly, all options are presently exercisable.

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

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