SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Dedrick Tracey A (Last) (First) (Middle) WEST 80 CENTURY ROAD (Street) PARAMUS NJ 07652 (City) (State) (Zip)	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
	3. Date of Earliest Transaction (Month/Day/Year) 01/27/2015
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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								12,030	D
Common Stock, par value $0.01 per share								7,936	I	ESOP
Common Stock, par value $0.01 per share								1,358	I	By PIB(1)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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(6)	01/27/2015		A		50,500		(6)	(6)	Common Stock	50,500	$0	50,500	D
Deferred Stock Units	$0(7)	01/27/2015		A		30,055		(7)	(7)	Common Stock	30,055	$0	30,055	D
Deferred Stock Units	$0(4)	01/27/2015		A		17,965		(4)	(4)	Common Stock	17,965	$0	27,019	D
Stock Option (Right to Buy)	$8.33							07/22/2014	07/22/2021	Common Stock	51,813		51,813	D
Deferred Stock Units	$0(2)							(2)	(2)	Common Stock	51,800		51,800	D
Deferred Stock Units	$0(3)							(3)	(3)	Common Stock	18,050		18,050	D
Phantom Stock Units	$0(5)							(5)	(5)	Common Stock	2,264		2,264	D

Explanation of Responses:

1. The shares are held in the reporting person's account in the Hudson City Savings Bank Profit Incentive Bonus Plan.

2. Represents the number of shares issuable upon future settlement of Deferred Stock Units (DSUs) granted on June 18, 2013. These DSUs vest upon 1) the satisfaction of certain performance measures, as certified by the Company's Compensation Committee on January 28, 2014 and 2) continued service through a specified date. Accordingly, vesting occurred for 34,532 of these DSUs as the service condition was met by continued service through January 1, 2014 and January 1, 2015. The remainder of these DSUs will vest on January 1, 2016, assuming continued employment through this date. 32,374 of these DSUs will be settled on June 18, 2016, and the remainder of these DSUs will be settled on June 18, 2019. Accelerated settlement of vested DSUs may occur in the event of death or disability. Accelerated vesting and settlement may occur in connection with a change in control.

3. Represents the number of shares issuable upon future settlement of Deferred Stock Units granted on July 22, 2011. These DSUs vested on July 22, 2014 due to 1) the satisfaction of certain performance measures as certified by the Compensation Committee of the Board of Directors on April 28, 2014 and 2) continued service through July 22, 2014. These DSUs will be settled on July 22, 2017. Accelerated settlement of vested DSUs may occur in the event of death or disability, or in connection with a change in control.

4. The figure in columns 5 and 7 represents the number of shares issuable upon future settlement of Variable Deferred Stock Units granted on March 30, 2012 based on the Company's total shareholder return relative to peers for the period beginning January 1, 2012 and ending December 31, 2014, as certified by the Company's Compensation Committee on January 27, 2015. Previously, 9,054 shares became issuable under these awards based on the Company's return on equity for 2012, as certified by the Company's Compensation Committee on January 29, 2013. All such Variable Deferred Stock Units will vest and settle on March 30, 2015 assuming continued employment through such date. Pro-rated, accelerated vesting may occur in the event of death, disability or retirement. Accelerated settlement of vested DSUs may occur in the event of death or disability. Accelerated vesting and settlement may occur in connection with a change in control.

5. The reporting person is due, upon retirement, the equivalent dollar value of 2,264 shares of HCBK common stock as of December 31, 2013 through the Supplemental ESOP Benefit under the Benefit Maintenance Plan of Hudson City Savings Bank.

6. Represents the number of shares issuable upon future settlement of Deferred Stock Units (DSUs) granted on March 29, 2014. These DSUs vest upon 1) the satisfaction of certain performance measures, as certified by the Company's Compensation Committee on January 27, 2015 and 2) continued service through a specified date. Accordingly, vesting occurred for 16,833 of these DSUs as the service condition was met by continued service through January 1, 2015. An additional 16,833 of these DSUs will vest upon continued service through January 1, 2016. The remainder of these DSUs will vest on January 1, 2017, assuming continued employment through this date. 31,561 of these DSUs will be settled on March 29, 2017, and the remainder of these DSUs will be settled on March 29, 2020. Accelerated settlement of vested DSUs may occur in the event of death or disability. Accelerated vesting and settlement may occur in connection with a change in control.

7. Represents the number of shares issuable upon future settlement of Deferred Stock Units (DSUs) granted on March 30, 2012. These DSUs vest upon 1) the satisfaction of certain performance measures, as certified by the Company's Compensation Committee on January 27, 2015 and 2) continued service through March 30, 2015. 15,028 of these DSUs will be settled on March 30, 2015, and the remainder will be settled on March 30, 2018. Pro-rated, accelerated vesting may occur in the event of death, disability or retirement. Accelerated settlement of vested DSUs may occur in the event of death or disability. Accelerated vesting and settlement may occur in connection with a change in control.

Remarks:

Performance Deferred Stock Unit Award, on 1/27/15, for 18,800 shares of common stock which will vest on1/1/16. Vesting is tied to satisfaction, by the vesting dates, and approval by the Company's Compensation Committee, of certain corporate performance measures specific to each award, and continuous sevice by the reporting person through such dates. Under applicable SEC regulations, these awards are reportable in Table II of Form 4 only if and when the performance conditions have been satisfied.

	Veronica A. Olszewski, Attorney-in-Fact	01/29/2015
	** Signature of Reporting Person	Date
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