Sec Form 4 Filing - AZZARA MICHAEL W @ HUDSON CITY BANCORP INC - 2015-11-01

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person AZZARA MICHAEL W 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) 11/01/2015 (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/share 11/01/2015 D 153,198 D 0 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 Deferred Stock Units $ 0 11/01/2015 D 8,109 ( 2 ) ( 2 ) Common Stock 8,109 $ 0 0 D Deferred Stock Units $ 0 11/01/2015 D 10,761 ( 3 ) ( 3 ) Common Stock 10,761 $ 0 0 D Deferred Stock Units $ 0 11/01/2015 D 7,693 ( 4 ) ( 4 ) Common Stock 7,693 $ 0 0 D Deferred Stock Units $ 0 11/01/2015 D 7,677 ( 5 ) ( 5 ) Common Stock 7,677 $ 0 0 D Deferred Stock Units $ 0 11/01/2015 D 5,790 ( 6 ) ( 6 ) Common Stock 5,790 $ 0 0 D Stock Option (Right to Buy) $ 13.47 11/01/2015 D 50,000 04/26/2011 04/25/2020( 7 ) Common Stock 50,000 $ 0 0 D Stock Option (Right to Buy) $ 12.81 11/01/2015 D 50,000 04/24/2010 04/23/2019( 7 ) Common Stock 50,000 $ 0 0 D Stock Option (Right to Buy) $ 18.84 11/01/2015 D 50,000 04/24/2009 04/23/2018( 7 ) Common Stock 50,000 $ 0 0 D Stock Option (Right to Buy) $ 13.35 11/01/2015 D 50,000 04/27/2008 04/26/2017( 7 ) Common Stock 50,000 $ 0 0 D Stock Option (Right to Buy) $ 12.76 11/01/2015 D 50,000 07/21/2007 07/20/2016( 7 ) Common Stock 50,000 $ 0 0 D Stock Option (Right to Buy) $ 9.5 11/01/2015 D 22,917 04/25/2012 04/24/2021( 7 ) Common Stock 22,917 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AZZARA MICHAEL W WEST 80 CENTURY ROAD PARAMUS, NJ07652 X Signatures /s/ Veronica A. Olszewski, Attorney-in-Fact 11/03/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Represents the number of shares issuable upon future settlement of Deferred Stock Units ("DSUs") granted on January 27, 2015 pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan. These DSUs were to vest upon continued service through a specified date. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into DSUs with respect to M&T common stock, the number of shares of which equaled the product of (x) the number of shares of issuer common stock subject to the DSU immediately before the Effective Time and (y) 0.08403. ( 3 )Represents the number of shares issuable upon future settlement of DSUs granted on April 25, 2012 pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan. These DSUs vested on April 25, 2013 and were to be converted to shares of issuer common stock and settled following termination of service as a director. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into DSUs with respect to M&T common stock, the number of shares of which equaled the product of (x) the number of shares of issuer common stock subject to the DSUs immediately before the Effective Time and (y) 0.08403. ( 4 )Represents the number of shares issuable upon future settlement of DSUs granted on March 25, 2014 pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan. These DSUs vested on April 1, 2015 and were to be converted to shares of issuer common stock and settled following termination of service as a director. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into DSUs with respect to M&T common stock, the number of shares of which equaled the product of (x) the number of shares of issuer common stock subject to the DSUs immediately before the Effective Time and (y) 0.08403. ( 5 )Represents the number of shares issuable upon future settlement of DSUs granted on August 2, 2013 pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan. These DSUs vested on April 1, 2014 and were to be converted to shares of issuer common stock and settled following termination of service as a director. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into DSUs with respect to M&T common stock, the number of shares of which equaled the product of (x) the number of shares of issuer common stock subject to the DSUs immediately before the Effective Time and (y) 0.08403. ( 6 )Represents the number of shares issuable upon future settlement of DSUs granted on April 25, 2011 pursuant to the Hudson City Bancorp, Inc. 2011 Stock Incentive Plan. These DSUs vested on April 25, 2012 and were to be converted to shares of issuer common stock and settled following termination of service as a director. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into DSUs with respect to M&T common stock, the number of shares of which equaled the product of (x) the number of shares of issuer common stock subject to the DSUs immediately before the Effective Time and (y) 0.08403. ( 7 )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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.