Sec Form 4 Filing - Laird Thomas E @ 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

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1. Name and Address of Reporting Person Laird Thomas E 2. Issuer Name and Ticker or Trading Symbol HUDSON CITY BANCORP INC [ HCBK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (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 31,559 D 0 D Common Stock, par value $0.01/share 11/01/2015 D 546,799 D 0 I By Trust Common Stock, par value $0.01/share 11/01/2015 D 98,129 ( 2 ) D 0 I By ESOP Common Stock, par value $0.01/share 11/01/2015 D 216,478 D 0 I By PIB ( 3 ) Common Stock, par value $0.01/share 11/01/2015 D 910 D 0 I As Custodian ( 4 )

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 16,905 ( 5 ) ( 5 ) Common Stock 16,905 $ 0 0 D Deferred Stock Units $ 0 11/01/2015 D 58,300 ( 6 ) ( 6 ) Common Stock 58,300 $ 0 0 D Deferred Stock Units $ 0 11/01/2015 D 50,500 ( 7 ) ( 7 ) Common Stock 50,500 $ 0 0 D Deferred Stock Units $ 0 11/01/2015 D 16,900 ( 8 ) ( 8 ) Common Stock 16,900 $ 0 0 D Stock Option (Right to Buy) $ 12.76 11/01/2015 D 150,000 07/21/2009 07/20/2016( 9 ) Common Stock 150,000 $ 0 0 D Stock Option (Right to Buy) $ 15.69 11/01/2015 D 150,000 01/25/2011 01/24/2018( 9 ) Common Stock 150,000 $ 0 0 D Stock Option (Right to Buy) $ 12.76 11/01/2015 D 75,000 01/20/2009 07/20/2016( 9 ) Common Stock 75,000 $ 0 0 D Stock Option (Right to Buy) $ 13.78 11/01/2015 D 67,500 01/26/2010 01/25/2017( 9 ) Common Stock 67,500 $ 0 0 D Stock Option (Right to Buy) $ 12.03 11/01/2015 D 127,500 01/24/2012 01/22/2019( 9 ) Common Stock 127,500 $ 0 0 D Stock Option (Right to Buy) $ 13.12 11/01/2015 D 75,000 01/29/2013 01/18/2020( 9 ) Common Stock 75,000 $ 0 0 D Stock Option (Right to Buy) $ 9.5 11/01/2015 D 45,900 04/28/2014 03/14/2021( 9 ) Common Stock 45,900 $ 0 0 D Phantom Stock Units $ 0 11/01/2015 D 24,787 ( 10 ) ( 10 ) Common Stock 24,787 ( 10 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Laird Thomas E WEST 80 CENTURY ROAD PARAMUS, NJ07652 Executive Vice President 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 )Reflects ESOP allocations and distributions that have occurred since the date of the reporting person's last ownership report. ( 3 )Shares were held in the reporting person's account in the Hudson City Savings Bank's Profit Incentive Bonus Plan. ( 4 )Shares were held by the reporting person as custodian for the reporting person's children under the New Jersey Uniform Transfers to Minors Act. ( 5 )Represents the number of shares issuable upon future settlement of Deferred Stock Units ("DSUs") granted on March 30, 2012. These DSUs vested upon 1) the satisfaction of certain performance measures and 2) continued service through March 30, 2015. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into the right to receive the Cash Consideration. ( 6 )Represents the number of shares issuable upon future settlement of DSUs granted on June 18, 2013. These DSUs were to vest upon 1) the satisfaction of certain performance measures and 2) continued service through a specified date. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into a right to receive the Stock Consideration and the converted DSUs were assumed by M&T, subject to the same terms and conditions as applicable prior to the Effective Time. ( 7 )Represents the number of shares issuable upon future settlement of DSUs granted on March 29, 2014. These DSUs were to vest upon 1) the satisfaction of certain performance measures and 2) continued service through a specified date. Pursuant to the Merger Agreement, at the Effective Time, these DSUs were automatically converted into a right to receive the Stock Consideration and the converted DSUs were assumed by M&T, subject to the same terms and conditions as applicable prior to the Effective Time. ( 8 )Represents the number of shares issuable upon future settlement of DSUs granted on March 15, 2011. These DSUs vested on April 28, 2014 due to 1) the satisfaction of certain performance measures and 2) continued service through March 15, 2014. These DSUs were to be settled on March 15, 2017 and pursuant to the Merger Agreement, as of the Effective Time were automatically converted into the right to receive the Cash Consideration. ( 9 )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. ( 10 )The reporting person is due, upon retirement, the equivalent dollar value of 24,787 shares of issuer common stock as of December 31, 2014 through the Supplemental ESOP Benefit under the Benefit Maintenance Plan of Hudson City Savings Bank. Pursuant to the Merger Agreement, at the Effective Time, these units were converted into the right to receive the Merger Consideration.

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