Sec Form 4 Filing - LINDENBAUM MATTHEW A @ HUDSON VALLEY HOLDING CORP - 2015-06-30

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 LINDENBAUM MATTHEW A 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 BASSWOOD CAPITAL MANAGEMENT L.L.C., 645 MADISON AVENUE 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2015 (Street) NEW YORK, NY10022 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 $0.20 per share ("Common Stock") 06/30/2015 D 1,000 ( 1 ) D 0 D Common Stock 06/30/2015 D 152,774 D 0 I ( 4 ) By Basswood Opportunity Partners, LP Common Stock 06/30/2015 D 81,181 D 0 I ( 4 ) By Basswood Financial Fund, LP Common Stock 06/30/2015 D 107,529 D 0 I ( 4 ) By Basswood Financial Fund, Inc. Common Stock 06/30/2015 S 40,618 D $ 28.1029 14,037 I ( 4 ) By Basswood Financial Long Only Fund, LP Common Stock 06/30/2015 D 14,037 D 0 I ( 4 ) By Basswood Financial Long Only Fund, LP Common Stock 06/30/2015 D 739,423 D 0 I ( 4 ) By Basswood Enhanced Long Short Fund, LP Common Stock 06/30/2015 D 90,629 D 0 I ( 4 ) By Basswood Opportunity Fund, Inc. Common Stock 06/30/2015 D 730,756 D 0 I ( 4 ) By Main Street Master, Ltd. Common Stock 06/30/2015 D 13,127 D 0 I ( 4 ) By separately managed account

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 LINDENBAUM MATTHEW A C/O BASSWOOD CAPITAL MANAGEMENT L.L.C. 645 MADISON AVENUE 10TH FLOOR NEW YORK, NY10022 X Signatures /s/ Matthew A. Lindenbaum 07/02/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 1,000 shares of Restricted Stock that vests 100% on February 6, 2016. The vesting of these shares was accelerated on June 30, 2015 in connection with the consummation of the merger of the Issuer into Sterling Bancorp. ( 2 )Disposed of pursuant to the Agreement and Plan of Merger between the Issuer and Sterling Bancorp (the "Merger Agreement") in exchange for 1,920 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the average of the closing sales price of Sterling Bancorp common stock on the New York Stock Exchange for the five trading days ending on the day preceding the closing date of the merger (the "Market Value of Sterling Common Stock")). ( 3 )Disposed of pursuant to the Merger Agreement in exchange for 293,326 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $1.18 in lieu of a fractional share of Sterling Bancorp common stock. ( 4 )Basswood Opportunity Partners, LP, Basswood Financial Fund, LP, Basswood Enhanced Long Short Fund, LP, Basswood Financial Long Only Fund, LP, each a Delaware limited partnership, Basswood Opportunity Fund, Inc., Basswood Financial Fund, Inc., Main Street Master, Ltd., each a Cayman Islands corporation (collectively, the "Funds") directly own shares of Common Stock. Basswood Capital Management, L.L.C., a Delaware limited liability company (the "Management Company") is the investment manager or adviser to the Funds and certain separately managed accounts (the "SMAs"). Matthew A. Lindenbaum is managing member of the Management Company, and along with the other managing member, controls the business activities of the Management Company. Mr. Lindenbaum disclaims beneficial ownership of all shares of the Common Stock held directly by the Funds and the SMAs except to the extent of any indirect pecuniary interest therein. ( 5 )Disposed of pursuant to the Merger Agreement in exchange for 155,867 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $7.65 in lieu of a fractional share of Sterling Bancorp common stock. ( 6 )Disposed of pursuant to the Merger Agreement in exchange for 206,455 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $10.01 in lieu of a fractional share of Sterling Bancorp common stock. ( 7 )Disposed of pursuant to the Merger Agreement in exchange for 26,951 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $0.59 in lieu of a fractional share of Sterling Bancorp common stock. ( 8 )Disposed of pursuant to the Merger Agreement in exchange for 1,419,692 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $2.35 in lieu of a fractional share of Sterling Bancorp common stock. ( 9 )Disposed of pursuant to the Merger Agreement in exchange for 174,007 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $10.01 in lieu of a fractional share of Sterling Bancorp common stock. ( 10 )Disposed of pursuant to the Merger Agreement in exchange for 1,403,051 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $7.65 in lieu of a fractional share of Sterling Bancorp common stock. ( 11 )Disposed of pursuant to the Merger Agreement in exchange for 25,203 shares of Sterling Bancorp common stock having a market value of $14.714 per share on the effective date of the merger (with such market value calculated as the Market Value of Sterling Common Stock) and cash of $12.36 in lieu of a fractional share of Sterling Bancorp common stock.

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