Sec Form 4 Filing - BARDEL WILLIAM G @ HUDSON CITY BANCORP INC - 2013-05-06

Insider filing report for Changes in Beneficial Ownership
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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
BARDEL WILLIAM G
2. Issuer Name and Ticker or Trading Symbol
HUDSON CITY BANCORP INC [ HCBK]
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)
WEST 80 CENTURY ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/06/2013
(Street)
PARAMUS, NJ07652
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, par value $0.01 per share 05/06/2013 S( 4 ) 60,000 ( 4 ) D $ 8.32 ( 3 ) 232,379 D
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
Stock Option (Right to Buy) $ 13.47 04/26/2011 04/25/2020 Common Stock 50,000 50,000 D
Stock Option (Right to Buy) $ 12.81 04/24/2010 04/23/2019 Common Stock 50,000 50,000 D
Stock Option (Right to Buy) $ 18.84 04/24/2009 04/23/2018 Common Stock 50,000 50,000 D
Stock Option (Right to Buy) $ 13.35 04/27/2008 04/26/2017 Common Stock 50,000 50,000 D
Stock Option (Right to Buy) $ 12.76 07/21/2007 07/20/2016 Common Stock 50,000 50,000 D
Stock Option (Right to Buy) $ 9.5 04/25/2012 04/24/2021 Common Stock 22,917 22,917 D
Phantom Stock Units $ 0 ( 2 ) ( 2 ) ( 2 ) Common Stock 10,761 10,761 D
Phantom Stock Units $ 0 ( 1 ) ( 1 ) ( 1 ) Common Stock 5,790 5,790 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BARDEL WILLIAM G
WEST 80 CENTURY ROAD
PARAMUS, NJ07652
X
Signatures
Veronica A. Olszewski, Attorney-in-fact 05/08/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Award on April 25, 2011, pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan (the "Plan"). The units vested on April 25, 2012 and will be converted to and settled in an equal number of shares of the issuer's common stock on the first day of the calendar month following the sixth month anniversary of termination of service as a director. The reporting person has also been granted dividend equivalent rights, for both vested and unvested units, payable in cash if, as and when dividends are declared and paid on common stock.
( 2 )Award on April 25, 2012, pursuant to the Plan. The units vested on April 25, 2013 and will be converted to and settled in an equal number of shares of the issuer's common stock on the first day of the calendar month following the sixth month anniversary of termination of service as a director. The reporting person has also been granted dividend equivalent rights, for both vested and unvested units, payable in cash if, as and when dividends are declared and paid on common stock.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.26 to $8.331, inclusive. The reporting person undertakes to provide to Hudson City Bancorp, Inc., any security holder of Hudson City Bancorp, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote 3 of this Form 4.
( 4 )The reporting person sold shares to repay margin debt incurred to exercise expiring options.

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