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As filed with the Securities and Exchange Commission on January 10, 2014

Registration No. 333- 192160

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2 to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BRIDGE BANCORP, INC.

(Exact name of registrant as specified in its charter)

2200 Montauk Highway

Bridgehampton, New York 11932

(631) 537-1000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive Offices)

Kevin M. O’Connor

2200 Montauk Highway

Bridgehampton, New York 11932

(631) 537-1000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Agent for Service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

CALCULATION OF REGISTRATION FEE

(1)          Represents the maximum number of shares of Bridge Bancorp, Inc. common stock that may be issued in connection with the proposed merger to which this Registration Statement relates.

(2)          Pursuant to Rule 457(f), the registration fee was computed on the basis of $4.32, the book value of the common stock of FNBNY Bancorp, Inc. to be exchanged or cancelled in the merger, computed in accordance with Rule 457(c) multiplied by the number of shares of common stock of FNBNY Bancorp, Inc. that may be received by the Registrant and/or cancelled upon consummation of the merger.

(3)          Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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Information contained herein is subject to completion or amendment. A registration statement relating to the shares of Bridge Bancorp, Inc. common stock to be issued in the merger has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement become effective. This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

[FNBNY BANCORP, INC. LOGO]

To the Holders of Class A Common Stock of FNBNY Bancorp, Inc.:

A Merger Proposal — Your Vote Is Very Important

On September 27, 2013, the board of directors of FNBNY Bancorp, Inc. unanimously approved a merger agreement between FNBNY Bancorp, Inc. and Bridge Bancorp, Inc., pursuant to which FNBNY Bancorp, Inc. will merge with and into Bridge Bancorp, Inc., and immediately thereafter First National Bank of New York, a wholly owned subsidiary of FNBNY Bancorp, Inc., will merge with and into the Bridgehampton National Bank, a wholly owned subsidiary of Bridge Bancorp, Inc.  Following the effective date of the merger, the separate existence of each of FNBNY Bancorp, Inc. and First National Bank of New York will cease.  FNBNY Bancorp, Inc. is sending you this document to ask you to vote on the adoption of the merger agreement with Bridge Bancorp, Inc.

Under the terms of the agreement, Bridge Bancorp, Inc. will issue an aggregate of 244,110 shares of Bridge Bancorp, Inc. common stock, subject to certain adjustments, as merger consideration in exchange for all the issued and outstanding Class A Common Stock and Class B Common Stock of FNBNY Bancorp, Inc.  The number of Bridge Bancorp, Inc. shares of common stock issued as merger consideration will increase based on the amount of recoveries, if any, that are received by FNBNY Bancorp, Inc. at least ten days prior to closing on certain loans (the “Identified Loans”) that have an aggregate principal balance of $6.3 million.  The number of Bridge Bancorp, Inc. shares of common stock issued as merger consideration will decrease based on the amount by which recoveries of insurance proceeds with respect to certain insurance claims received prior to closing are less than $350,000.  If the merger is approved, FNBNY Bancorp, Inc. shareholders will have the right to receive a fraction of a share of Bridge Bancorp, Inc. common stock in exchange for each share of FNBNY Bancorp, Inc. Class A Common Stock and Class B Common Stock (the “Exchange Ratio”).  The Exchange Ratio will be equal to the aggregate number of shares of Bridge Bancorp, Inc. common stock to be issued, after taking into account the foregoing adjustments, divided by the aggregate number of shares of Class A Common Stock and Class B Common Stock of FNBNY Bancorp, Inc. outstanding at the time of the closing. As of the date of this proxy statement-prospectus, there are a total of 4,989,832 shares of Class A Common Stock and Class B Common Stock of FNBNY Bancorp, Inc. outstanding. However, it is expected that FNBNY Bancorp, Inc. will be required to issue additional shares of Class A Common Stock under the terms of certain subscription agreements entered into with investors. The number of additional shares of Class A Common Stock to be issued will be based on FNBNY Bancorp, Inc.’s year end tangible book value per share, which is not determinable until an audit of FNBNY Bancorp, Inc.’s balance sheet as of December 31, 2013 is completed.  Based on unaudited financial data, FNBNY Bancorp’s tangible book value per share as of September 30, 2013 was $2.49.  See “The Merger and Merger Agreement—Merger Consideration” for a more complete description of the potential merger consideration to be paid to FNBNY Bancorp, Inc. shareholders, including possible post-closing additional cash consideration, and the adjusted Exchange Ratios based on levels of adjusted consideration and year end tangible book value per share.

FNBNY Bancorp, Inc. shareholders may not know the exact value of the potential merger consideration at the time of the FNBNY Bancorp, Inc. special meeting of holders of its Class A Common Stock. Based on information currently available, it is expected that (i) FNBNY Bancorp’s tangible book value per share at December 31, 2013 will be between $0.75 and $1.50, (ii) there will be no material pre-closing recoveries on the Identified Loans, and (iii) insurance proceeds of at least $350,000 will be received.  Accordingly, it is expected that the Exchange Ratio will be between 0.03737 and 0.04284.  Based on Bridge Bancorp, Inc.’s closing stock price of $        on January       , 2014 (the latest practicable date prior to the date of this document), each share of FNBNY Bancorp, Inc. Class A Common Stock and Class B Common Stock would be exchanged for a fraction of a share of Bridge Bancorp, Inc. common stock having a value of between $0.94 and $1.07. Based on Bridge Bancorp, Inc.’s closing stock price of $21.97 on September 27, 2013 (the date preceding the public announcement of the proposed transaction), each share of FNBNY Bancorp, Inc. Class A Common Stock and Class B Common Stock would be exchanged for a fraction of a share of Bridge Bancorp, Inc. common stock

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having a value of between $0.82 and $0.94.  You should obtain current stock price quotations for Bridge Bancorp, Inc.’s common stock.  Bridge Bancorp, Inc. common stock trades on the Nasdaq Global Select Market under the symbol “BDGE.”  FNBNY Bancorp, Inc. common stock is privately held by approximately 51 shareholders of record.

At least seven days prior to the special meeting, FNBNY Bancorp will mail to shareholders updated information regarding the year end tangible book value per share, based on the audited financial statements, and the recoveries, if any, on the Identified Loans, as well as the resulting Exchange Ratio.  Further, FNBNY Bancorp shareholders can call the following toll free number 855-702-8342 for updated information as to the Exchange Ratio based on recoveries on the Identified Loans, the receipt of any insurance proceeds and the issuance of additional shares pursuant to the Subscription Agreements at any time prior to the special meeting, as well as prior to the closing.

Your board of directors has unanimously determined that the merger and the merger agreement are fair and in the best interests of FNBNY Bancorp, Inc. and its shareholders and unanimously recommends that holders of its Class A Common Stock vote “FOR” adoption of the merger agreement.  The merger cannot be completed unless the holders of a majority of the issued and outstanding shares of Class A Common Stock of FNBNY Bancorp, Inc. vote to adopt the merger agreement.  Whether or not you plan to attend the special meeting of the holders of Class A Common Stock, please take the time to vote by completing the enclosed proxy card and mailing it in the enclosed envelope.  If you sign, date and mail your proxy card without indicating how you want to vote, your proxy will be counted as a vote “FOR” adoption of the merger agreement.  If you fail to vote, or you do not instruct your broker how to vote any shares held for you in “street name,” it will have the same effect as voting “AGAINST” the merger agreement.

This proxy statement-prospectus gives you detailed information about the special meeting of the holders of Class A Common Stock to be held on [FNBNY Bancorp, Inc. Meeting Date], the merger and other related matters. You should carefully read this entire document, including the appendices.  In particular, you should carefully consider the discussion in the section entitled “Risk Factors” on page 18.

On behalf of the board of directors, I thank you for your prompt attention to this important matter.

John F. Stewart

Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in connection with the merger or determined if this document is accurate or complete.  Any representation to the contrary is a criminal offense.

The securities to be issued in connection with the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

This document is dated [Prospectus Date], and is first being mailed on or about [Mail Date].

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FNBNY BANCORP, INC. NOTICE TO SHAREHOLDERS

To the Shareholders of FNBNY Bancorp, Inc.:

FNBNY Bancorp, Inc. will hold a special meeting of holders (the “Class A Shareholders”) of our Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), at [·], New York City time on [·], [·], 2014, at [·], unless postponed or adjourned to a later date.  The special meeting will be held for the purpose of allowing the Class A Shareholders to consider and vote upon the following matters:

1.     a proposal to adopt the Agreement and Plan of Merger, dated as of September 27, 2013 (the “Merger Agreement”), by and between FNBNY Bancorp, Inc. and Bridge Bancorp, Inc., pursuant to which FNBNY Bancorp, Inc. will merge with and into Bridge Bancorp, Inc., with Bridge Bancorp, Inc. as the surviving entity (the “FNBNY Merger Proposal”), and

2.     a proposal to adjourn the FNBNY Bancorp, Inc. special meeting, including to permit further solicitation of proxies if there are not sufficient votes at the time of the FNBNY Bancorp, Inc. special meeting to adopt the Merger Agreement (the “FNBNY Adjournment Proposal”).

These items of business are more fully described in the accompanying proxy statement-prospectus.  We have fixed the close of business on [·] as the record date for the special meeting.  Only Class A Shareholders of record at that time are entitled to vote at the FNBNY Bancorp, Inc. special meeting, or any adjournments or postponements of the FNBNY Bancorp, Inc. special meeting.  Under Section 903 of the New York Business Corporation Law, holders of our Class B Common Stock, par value $0.01 per share, must be given notice of the special meeting of holders of our Class A Common Stock, but are not entitled to vote on the FNBNY Merger Proposal.

The board of directors of FNBNY Bancorp, Inc. has unanimously approved and declared advisable the Merger Agreement and the transactions contemplated thereby, and determined that they are fair to, and in the best interests of, FNBNY Bancorp, Inc. and our shareholders.  The board of directors of FNBNY Bancorp, Inc. unanimously recommends that Class A Shareholders vote FOR the FNBNY Merger Proposal and FOR the FNBNY Adjournment Proposal under certain circumstances.  We cannot complete the merger unless the FNBNY Merger Proposal is approved by the affirmative vote of holders of a majority of the outstanding shares of our Class A Common Stock as of the record date.

In deciding to approve and declare advisable the Merger Agreement and the transactions contemplated thereby, the board of directors of FNBNY Bancorp, Inc. considered a number of factors, including those listed in the section entitled “The Merger and the Merger Agreement—Recommendation of the FNBNY Bancorp Board of Directors and Reasons for the Merger” beginning on page 32 of the accompanying proxy statement-prospectus.

Under New York law, Class A Shareholders who do not vote in favor of the FNBNY Merger Proposal will have the right to seek appraisal and receive the fair value of their shares in lieu of receiving the per share consideration set forth in the Merger Agreement if the merger closes but only if such shareholders perfect their appraisal rights by complying with the required procedures under New York law.  These procedures are summarized in the accompanying proxy statement-prospectus in the section entitled “The Merger and the Merger Agreement—Rights of Dissenting Shareholders” beginning on page 44, and the text of the applicable provisions of New York law as in effect on the date hereof is included as Appendix C to the accompanying proxy statement-prospectus.

The vote of each Class A Shareholder is very important.  Whether or not you plan to attend the FNBNY Bancorp, Inc. special meeting in person, please complete, sign and date the enclosed proxy card as soon as possible and return it in the enclosed envelope.  Submitting a proxy will not prevent you from being able to vote at the FNBNY Bancorp, Inc. special meeting by attending in person or casting a vote.  However, if you do not return your proxy, the effect will be the same as a vote against the FNBNY Merger Proposal.

If you have any questions concerning the merger or the proxy statement-prospectus, would like additional copies of the proxy statement-prospectus or need help voting your Class A Common Stock, please contact Maureen Kiedaisch, Corporate Secretary, 538 Broadhollow Road, Melville, New York 11747, (631) 348-6999.

By order of the board of directors,

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 [·]

New York, NY

                           , 2014

PLEASE MARK, SIGN, DATE AND RETURN YOUR PROXY CARD PROMPTLY, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING OF SHAREHOLDERS.

DO NOT SEND STOCK CERTIFICATES WITH THE PROXY CARD.  UNDER SEPARATE COVER, WHICH WILL BE SENT FOLLOWING THE CLOSING OF THE MERGER, YOU WILL RECEIVE INSTRUCTIONS FOR DELIVERING YOUR STOCK CERTIFICATES.

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WHERE YOU CAN FIND MORE INFORMATION

Bridge Bancorp, Inc. files annual, quarterly and other reports, proxy statements and other information with the Securities and Exchange Commission.  You may obtain copies of these documents by mail from the public reference room of the Securities and Exchange Commission at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, at prescribed rates. Please call the Securities and Exchange Commission at (800) SEC-0330 for further information on the public reference room.  In addition, Bridge Bancorp, Inc. files reports and other information with the Securities and Exchange Commission electronically, and the Securities and Exchange Commission maintains a web site located at http://www.sec.gov containing this information.

This document incorporates by reference important business and financial information about Bridge Bancorp, Inc. from documents that are not included in or delivered with this proxy statement-prospectus. These documents are available without charge to you upon written or oral request at the applicable company’s address and telephone number listed below:

Bridge Bancorp, Inc.

2200 Montauk Highway

Bridgehampton, New York 11932

Attention:  Howard Nolan

Senior Executive Vice President and Chief Administrative and Financial Officer

Additional information about FNBNY Bancorp, Inc. may be obtained by contacting Maureen Kiedaisch, Corporate Secretary, 538 Broadhollow Road, Melville, New York 11747, (631) 348-6999.

To obtain timely delivery, you must request the information no later than               , 2013.

Bridge Bancorp, Inc. has filed a registration statement on Form S-4 to register with the Securities and Exchange Commission up to 612,031 shares of Bridge Bancorp, Inc. common stock. This document is a part of that registration statement.  As permitted by Securities and Exchange Commission rules, this document does not contain all of the information included in the registration statement or in the exhibits or schedules to the registration statement.  You may read and copy the registration statement, including any amendments, schedules and exhibits at the addresses set forth above.  Statements contained in this document as to the contents of any contract or other documents referred to in this document are not necessarily complete. In each case, you should refer to the copy of the applicable contract or other document filed as an exhibit to the registration statement.  This document incorporates by reference documents that Bridge Bancorp, Inc. has previously filed with the Securities and Exchange Commission.  They contain important information about the company and its financial condition. See “Incorporation of Certain Documents by Reference” on page 66.

Bridge Bancorp, Inc. common stock is traded on the Nasdaq Global Select Market under the symbol “BDGE.” FNBNY Bancorp, Inc. common stock is privately held by approximately 51 shareholders.

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QUESTIONS AND ANSWERS ABOUT VOTING AT THE

FNBNY BANCORP, INC. SPECIAL MEETING OF HOLDERS OF CLASS A COMMON STOCK

The following are answers to certain questions that you may have regarding the special meeting.  We urge you to read carefully the remainder of this document because the information in this section may not provide all that might be important to you in determining how to vote.  Additional important information is also contained in the appendices to, and the documents incorporated by reference in, this document.

Q:                                   WHAT ARE HOLDERS OF FNBNY BANCORP, INC. CLASS A COMMON STOCK BEING ASKED TO VOTE ON?

A:                                   Holders of FNBNY Bancorp, Inc. Class A Common Stock are being asked to vote on the adoption of the merger agreement by and between Bridge Bancorp, Inc. and FNBNY Bancorp, Inc., dated as of September 27, 2013 (the “Merger Agreement”), pursuant to which FNBNY Bancorp, Inc. will be merged with and into Bridge Bancorp, Inc. (the “Merger”) and to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of adoption of the Merger Agreement.

Q:                                   ARE HOLDERS OF FNBNY BANCORP, INC. CLASS B COMMON STOCK BEING ASKED TO VOTE?

A:                                   No, holders of FNBNY Bancorp, Inc. Class B Common Stock are not entitled to vote on the adoption of the merger agreement. However, under the New York Business Corporation Law, holders of Class B Common Stock are required to receive notice of the special meeting of holders of Class A Common Stock. This document is being provided to holders of Class B Common Stock for their information only.

Q:                                   WHAT DO I NEED TO DO NOW?

A:                                   After you have carefully read this document, you may vote by completing, signing, dating and returning your proxy card in the enclosed prepaid return envelope as soon as possible.  This will enable your shares to be represented and voted at the special meeting.

Q:                                   WHY IS MY VOTE IMPORTANT?

A:                                   The Merger Agreement must be adopted by holders of a majority of the issued and outstanding shares of FNBNY Bancorp, Inc. Class A Common Stock. A failure to vote will have the same effect as a vote against the Merger Agreement.

Q:                                   IF MY BROKER HOLDS MY SHARES IN “STREET NAME” WILL MY BROKER AUTOMATICALLY VOTE MY SHARES FOR ME?

A:                                   No.  Your broker will not be able to vote your shares without instructions from you.  You should instruct your broker to vote your shares, following the instructions your broker provides.

Q:                                   WHAT IF I FAIL TO INSTRUCT MY BROKER TO VOTE MY SHARES?

A:                                   If you fail to instruct your broker to vote your shares, the broker will submit an unvoted proxy (a broker non-vote) as to your shares.  Broker non-votes will count toward a quorum at the special meeting.  However, broker non-votes will not count as a vote with respect to the Merger Agreement, and therefore will have the same effect as a vote against the Merger Agreement.

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Q:                                   CAN I ATTEND THE SPECIAL MEETING AND VOTE MY SHARES IN PERSON?

A:                                   Yes.  All holders of Class A Common Stock are invited to attend the special meeting.  Holders of Class A Common Stock of record can vote in person at the special meeting by executing a proxy card.  If a broker holds your shares in street name, then you are not the shareholder of record and you must ask your broker how you can vote your shares at the special meeting.

Q:                                   CAN I CHANGE MY VOTE?

A:                                   Yes.  If you have not voted through your broker, you can change your vote after you have sent in your proxy card by:

·                  providing written notice to the Secretary of FNBNY Bancorp, Inc.;

·                  submitting a new proxy card (any earlier proxies will be revoked automatically); or

·                  attending the special meeting and voting in person.  Any earlier proxy will be revoked.  However, simply attending the special meeting without voting will not revoke your proxy.

If you have instructed a broker to vote your shares, you must follow your broker’s directions to change your vote.

Q:                                   SHOULD I SEND IN MY STOCK CERTIFICATES NOW?

A:                                   Please DO NOT send your stock certificates with your proxy card.  Instructions will be sent to you under separate cover following completion of the Merger.

Q:                                   WHEN DO YOU EXPECT THE MERGER TO BE COMPLETED?

A:                                   Bridge Bancorp, Inc. and FNBNY Bancorp, Inc. currently expect to complete the Merger in the first quarter of 2014, assuming all of the conditions to completion of the Merger have been satisfied.

Q:                                   WHAT WILL SHAREHOLDERS OF FNBNY BANCORP, INC. RECEIVE IN THE MERGER?

A:                                   Under the terms of the agreement, Bridge Bancorp, Inc. will issue an aggregate of 244,110 shares of Bridge Bancorp, Inc. common stock, subject to certain adjustments, as merger consideration in exchange for all the issued and outstanding Class A Common Stock and Class B Common Stock of FNBNY Bancorp, Inc.  The number of Bridge Bancorp, Inc. shares of common stock issued as merger consideration will increase based on the amount of recoveries, if any, that are received by FNBNY Bancorp, Inc. at least ten days prior to closing on certain loans (the “Identified Loans”) that have an aggregate principal balance of $6.3 million.  The number of Bridge Bancorp, Inc. shares of common stock issued as merger consideration will decrease based on the amount by which recoveries of insurance proceeds with respect to certain insurance claims received prior to closing are less than $350,000.  If the merger is approved, FNBNY Bancorp, Inc. shareholders will have the right to receive a fraction of a share of Bridge Bancorp, Inc. common stock in exchange for each share of FNBNY Bancorp, Inc. Class A Common Stock and Class B Common Stock (the “Exchange Ratio”).  The Exchange Ratio will be equal to the aggregate number of shares of Bridge Bancorp, Inc. common stock to be issued, after taking into account the foregoing adjustments, divided by the aggregate number of shares of Class A Common Stock and Class B Common Stock of FNBNY Bancorp, Inc. outstanding at the time of the closing. As of the date of this proxy statement-prospectus, there are a total of 4,989,832 shares of Class A Common Stock and Class B Common Stock of FNBNY Bancorp, Inc. outstanding. However, it is expected that FNBNY Bancorp, Inc. will be required to issue additional shares of Class A Common Stock under the terms of certain subscription agreements entered into with investors. The number of additional shares of Class A Common Stock to be issued will be based on FNBNY Bancorp, Inc.’s year end tangible book value per

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share, which is not determinable until an audit of FNBNY Bancorp’s balance sheet as of December 31, 2013 is completed.  Based on unaudited financial data, FNBNY Bancorp’s tangible book value per share at September 30, 2013 was $2.49. See “The Merger and the Merger Agreement—Merger Consideration” for a more complete description of the potential merger consideration to be paid to FNBNY Bancorp, Inc. shareholders, including possible post closing additional cash consideration.

Based on information currently available, it is expected that (i) FNBNY Bancorp’s tangible book value per share at December 31, 2013 will be between $0.75 and $1.50, (ii) there will be no material pre-closing recoveries on the Identified Loans, and (iii) insurance proceeds of at least $350,000 will be received.  Accordingly, it is expected that the Exchange Ratio will be between 0.03737 and 0.04284.  Based on Bridge Bancorp, Inc.’s closing stock price of $        on January       , 2014 (the latest practicable date prior to the date of this document), each share of FNBNY Bancorp, Inc. Class A Common Stock and Class B Common Stock would be exchanged for a fraction of a share of Bridge Bancorp, Inc. common stock having a value of between $0.94 and $1.07.  Based on Bridge Bancorp, Inc.’s closing stock price of $21.97 on September 27, 2013 (the date preceding the public announcement of the proposed transaction), each share of FNBNY Bancorp, Inc. Class A Common Stock and Class B Common Stock would be exchanged for a fraction of a share of Bridge Bancorp, Inc. common stock having a value of between $0.82 and $0.94.  You should obtain current stock price quotations for Bridge Bancorp, Inc.’s common stock.  Bridge Bancorp, Inc. common stock trades on the Nasdaq Global Select Market under the symbol “BDGE.”  FNBNY Bancorp, Inc. common stock is privately held by approximately 51 shareholders of record.

At least seven days prior to the special meeting, FNBNY Bancorp will mail to shareholders updated information regarding the year end tangible book value per share, based on the audited financial statements, and the recoveries, if any, on the Identified Loans, as well as the resulting Exchange Ratio. Further, FNBNY Bancorp shareholders can call the following toll free number 855-702-8342 for updated information as to the Exchange Ratio based on recoveries on the Identified Loans, the receipt of any insurance proceeds and the issuance of additional shares pursuant to the Subscription Agreements at any time prior to the special meeting, as well as prior to the closing.

Q:                                   WHOM SHOULD I CALL WITH QUESTIONS?

A:                                   You should direct any questions regarding the special meeting of holders of Class A Common Stock or the Merger to Corporate Secretary, FNBNY Bancorp, Inc., 538 Broadhollow Road, Melville, New York 11747, (631) 348-6999.

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SUMMARY

FNBNY Bancorp, Inc. (“FNBNY Bancorp”) and Bridge Bancorp, Inc. (“Bridge Bancorp”) have approved, subject to the approval of FNBNY Bancorp’s shareholders, the Merger Agreement, pursuant to which FNBNY Bancorp will merge with and into Bridge Bancorp, and FNBNY Bancorp will cease to exist as a separate entity.  This summary highlights selected information included in this document and does not contain all of the information that may be important to you. You should read this entire document and its appendices and the other documents to which we refer you before you decide how to vote with respect to the Merger Agreement. In addition, we incorporate by reference important business and financial information about Bridge Bancorp into this document. For a description of this information, see “Incorporation of Certain Documents by Reference” on page 66. You may obtain the information incorporated by reference into this document without charge by following the instructions in the section entitled “Where You Can Find More Information” on the inside front cover of this document. Each item in this summary includes a page reference directing you to a more complete description of that item.

This document, including information included or incorporated by reference in this document, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements include, but are not limited to: (i) statements of goals, intentions and expectations; (ii) statements regarding business plans, prospects, growth and operating strategies; (iii) statements regarding the asset quality of loan and investment portfolios; (iv) statements regarding estimates of risks and future costs and benefits; and (iv) other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” or words of similar meaning.  These forward-looking statements are based on current beliefs and expectations of the management of Bridge Bancorp and FNBNY Bancorp and are inherently subject to significant business, economic and competitive uncertainties and contingencies, including those described in the section entitled “Risk Factors,” many of which are beyond the control of Bridge Bancorp, and FNBNY Bancorp. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements. See “Forward-Looking Statements” on page 67.

THE MERGER

The Merger Agreement is attached to this document as Appendix A.  We encourage you to read this agreement carefully, as it is the legal document that governs the merger of FNBNY Bancorp with and into Bridge Bancorp.

Parties to the Merger

Bridge Bancorp (page 24)

Bridge Bancorp is a bank holding company engaged in commercial banking and financial services through its wholly owned subsidiary, Bridgehampton National Bank (“Bridgehampton Bank”).  Established in 1910, Bridgehampton Bank, with assets of approximately $1.7 billion and total deposits of approximately $1.46 billion as of September 30, 2013, and a primary market area of Suffolk County, Long Island, operates 23 retail branch locations.  Through this branch network and its electronic delivery channels, it provides deposit and loan products and financial services to local businesses, consumers and municipalities.  Title insurance services are offered through Bridgehampton Bank’s wholly owned subsidiary, Bridge Abstract.  Bridge Investment Services, a division of Bridgehampton Bank, offers financial planning and investment consultation.

The principal executive office of Bridge Bancorp is located at 2200 Montauk Highway, Bridgehampton, New York 11932 and the telephone number is (631) 537-1000.

FNBNY Bancorp (page 24)

Founded as Madison National Bank and headquartered in Melville, New York, FNBNY Bancorp is the owner of the First National Bank of New York (“First National Bank”), which operates three full-service banking centers in Nassau and Suffolk Counties, New York. As of September 30, 2013, First

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National Bank had total assets, deposits, and net loans of approximately $260.1 million, $195.7 million, and $103.1 million, respectively.  FNBNY Bancorp’s principal executive office is located at 538 Broadhollow Road, Melville, New York 11747, (631) 348-6999.

What FNBNY Bancorp Shareholders Will Receive in the Merger (page 24)

Under the terms of the agreement, Bridge Bancorp will issue an aggregate of 244,110 shares of Bridge Bancorp common stock, subject to certain adjustments, as merger consideration in exchange for all the issued and outstanding Class A Common Stock and Class B Common Stock of FNBNY Bancorp.  The number of Bridge Bancorp shares of common stock issued as merger consideration will increase based on the amount of recoveries, if any, that are received by FNBNY Bancorp at least ten days prior to closing on certain loans that have an aggregate principal balance of $6.3 million.  The number of Bridge Bancorp shares of common stock issued as merger consideration will decrease based on the amount by which recoveries of insurance proceeds with respect to certain insurance claims received prior to closing are less than $350,000.  If the merger is approved, FNBNY Bancorp shareholders will have the right to receive a fraction of a share of Bridge Bancorp common stock in exchange for each share of FNBNY Bancorp Class A Common Stock and Class B Common Stock (the “Exchange Ratio”).

The Exchange Ratio will be equal to the aggregate number of shares of Bridge Bancorp common stock to be issued, after taking into account the foregoing adjustments, divided by the aggregate number of shares of Class A Common Stock and Class B Common Stock of FNBNY Bancorp outstanding at the time of the closing. As of the date of this proxy statement-prospectus, there are a total of 4,989,832 shares of Class A Common Stock and Class B Common Stock of FNBNY Bancorp outstanding. However, it is expected that FNBNY Bancorp will be required to issue additional shares of Class A Common Stock under the terms of certain subscription agreements entered into with investors. The number of additional shares of Class A and Class B Common Stock to be issued will be based on FNBNY Bancorp’s year end tangible book value per share, which is not determinable until an audit of FNBNY Bancorp’s balance sheet as of December 31, 2013 is completed.

Based on unaudited financial data, FNBNY Bancorp’s tangible book value per share at September 30, 2013 was $2.49.   See “The Merger and the Merger Agreement—Merger Consideration” for a more complete description of the potential merger consideration to be paid to FNBNY Bancorp, Inc. shareholders, including possible post closing additional cash consideration.

Based on information currently available, it is expected that (i) FNBNY Bancorp’s tangible book value per share at December 31, 2013 will be between $0.75 and $1.50, (ii) there will be no material pre-closing recoveries on the Identified Loans, and (iii) insurance proceeds of at least $350,000 will be received.  Accordingly, it is expected that the Exchange Ratio will be between 0.03737 and 0.04284.

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Based on Bridge Bancorp, Inc.’s closing stock price of $        on January       , 2014 (the latest practicable date prior to the date of this document), each share of FNBNY Bancorp, Inc. Class A Common Stock and Class B Common Stock would be exchanged for a fraction of a share of Bridge Bancorp, Inc. common stock having a value of between $0.94 and $1.07.  Based on Bridge Bancorp, Inc.’s closing stock price of $21.97 on September 27, 2013 (the date preceding the public announcement of the proposed transaction), each share of FNBNY Bancorp, Inc. Class A Common Stock and Class B Common Stock would be exchanged for a fraction of a share of Bridge Bancorp, Inc. common stock having a value of between $0.82 and $0.94.  You should obtain current stock price quotations for Bridge Bancorp, Inc.’s common stock.  Bridge Bancorp, Inc. common stock trades on the Nasdaq Global Select Market under the symbol “BDGE.”  FNBNY Bancorp, Inc. common stock is privately held by approximately 51 shareholders of record.

At least seven days prior to the special meeting, FNBNY Bancorp will mail to shareholders updated information regarding the year end tangible book value per share, based on the audited financial statements, and the recoveries, if any, on the Identified Loans, as well as the resulting Exchange Ratio. Further, FNBNY Bancorp shareholders can call the following toll free number 855-702-8342 for updated information as to the Exchange Ratio based on recoveries on the Identified Loans, the receipt of any insurance proceeds and the issuance of additional shares pursuant to the Subscription Agreements at any time prior to the special meeting, as well as prior to the closing.

Material United States Federal Income Tax Consequences of the Merger (page 54)

Bridge Bancorp and FNBNY Bancorp intend to treat the merger as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. If the merger qualifies as a reorganization, then, in general, for United States federal income tax purposes, no gain or loss will be recognized by Bridge Bancorp or FNBNY Bancorp as a result of the merger.  The tax consequences of the merger to FNBNY Bancorp shareholders will depend on whether only Bridge Bancorp common stock, or a combination of cash and Bridge Bancorp common stock is received in exchange for shares of FNBNY Bancorp common stock.  If shares are exchanged solely for Bridge Bancorp common stock, no gain or loss should be recognized except with respect to the cash received instead of any fractional share of Bridge Bancorp common stock.  If shares are exchanged for a combination of Bridge Bancorp common stock and contingent cash, gain should be recognized equal to the lesser of the cash received, (except to the extent treated as interest), and the gain realized in the merger (that is, the fair market value of the Bridge Bancorp common stock received, plus the cash received by an FNBNY Bancorp shareholder minus such FNBNY Bancorp shareholder’s basis in the shareholder’s FNBNY Bancorp common stock).  No loss should be recognized.

Tax matters are very complicated and the tax consequences of the merger to each FNBNY Bancorp shareholder may depend on such shareholder’s particular facts and circumstances. FNBNY Bancorp shareholders are urged to consult their tax advisors to understand fully the tax consequences to them of the merger. See “Material United States Federal Income Tax Consequences of the Merger” beginning on page 54 of this proxy statement-prospectus.

Your Board of Directors Unanimously Recommends Shareholder Adoption of the Merger (page 32)

FNBNY Bancorp’s board of directors, after careful review and consideration of the terms of the Merger Agreement, unanimously approved the Merger Agreement and all directors and executive officers have agreed to vote shares of FNBNY Bancorp Class A Common Stock they own as of the record date (18.7% of the Class A Common Stock) in favor of the adoption of the Merger Agreement. In addition, Modern Capital Holdings, LLC (“Modern Capital”), which owns 33.4% of the outstanding shares of Class A Common Stock of FNBNY Bancorp, has agreed to vote its shares of Class A Common Stock owned as of the record date in favor of the Merger Agreement. FNBNY Bancorp’s board of directors believes that the Merger and the Merger Agreement are fair to and in the best interests of FNBNY Bancorp and its shareholders and unanimously recommends that holders of Class A Common Stock vote

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“FOR” approval and adoption of the Merger Agreement. See “The Merger and the Merger Agreement- Recommendation of the FNBNY Bancorp Board of Directors and Reasons for the Merger.”

Opinion of FNBNY Bancorp’s Financial Advisor (page 33 and Appendix B)

On September 26, 2013, Keefe, Bruyette & Woods, Inc. (“KBW”) rendered its opinion to the board of directors of FNBNY Bancorp that as of the date of the opinion, and based upon and subject to the factors and assumptions set forth in the opinion, the aggregate merger consideration in the proposed merger was fair, from a financial point of view, to FNBNY Bancorp’s shareholders, collectively as a group.  The full text of KBW’s written opinion, which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this document as Appendix B.  FNBNY Bancorp shareholders are urged to read the opinion in its entirety.  KBW’s written opinion is addressed to the board of directors of FNBNY Bancorp, is directed only to the merger consideration in the Merger and does not constitute a recommendation as to how any holder of FNBNY Bancorp common stock should vote with respect to the Merger or any other matter.

Special Meeting of Holders of Class A Common Stock of FNBNY Bancorp (page 22)

FNBNY Bancorp will hold a special meeting of the holders of Class A Common Stock on [FNBNY Bancorp’s Meeting Date], New York time,                                                   .  At the special meeting of shareholders, holders of its Class A Common Stock will be asked to vote to approve and adopt the Merger Agreement.

You may vote at the special meeting of holders of Class A Common Stock if you owned shares of FNBNY Bancorp Class A Common Stock at the close of business on the record date, [Record Date].  On that date, there were                  shares of FNBNY Bancorp Class A Common Stock outstanding and entitled to vote at the special meeting of holders of Class A Common Stock. You may cast one vote for each share of FNBNY Bancorp Class A Common Stock you owned on the record date.

Even if you expect to attend the special meeting of shareholders, FNBNY Bancorp recommends that you promptly complete and return your proxy card in the enclosed return envelope.

Shareholder Vote Required (page 23)

Approval and adoption of the Merger Agreement requires the affirmative vote of the holders of a majority of the shares of FNBNY Bancorp Class A Common Stock issued and outstanding on the record date.  A failure to vote or an abstention will have the same effect as a vote against the Merger.  As of the record date, directors and executive officers of FNBNY Bancorp, as well as Modern Capital, owned 1,921,729 shares of FNBNY Bancorp Class A Common Stock entitled to vote at the special meeting of holders of Class A Common Stock.  This represents approximately 52.1% of the total votes entitled to be cast at the special meeting of holders of Class A Common Stock. These individuals, as well as Modern Capital, have agreed to vote “FOR” adoption of the Merger Agreement.

Holders of FNBNY Bancorp Class A Common Stock Have Dissenters’ Rights (page 44 and Appendix C)

The holders of FNBNY Bancorp Class A Common Stock are entitled to dissent from approval of the Merger and to receive the fair value of the shares if the Merger is consummated provided they follow certain procedures.  These procedures are described in the section “The Merger and the Merger Agreement— Rights of Dissenting Shareholders” and set forth in Appendix C hereto. Holders of FNBNY Bancorp Class B Common Stock are not entitled to dissenters’ rights.

Interests of Certain Persons in the Merger that are Different From Yours (page 47)

In considering the recommendation of the board of directors of FNBNY Bancorp to adopt the merger agreement, you should be aware that certain of FNBNY Bancorp’s officers and directors have interests in the Merger that are in addition to, or different from, the interests of FNBNY Bancorp’s shareholders generally.  FNBNY Bancorp’s board of directors was aware of these conflicts of interest and

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took them into account in approving the Merger.  These interests include payments (up to an aggregate amount of approximately $1,150,000) that may be made pursuant to contractual arrangements in existence before the date of the Merger Agreement, and are described below:

·                  Change in control agreements with two officers of FNBNY Bancorp that provide for cash severance payments and continued health insurance in connection with a termination of employment without cause or for good reason following a change in control. Notwithstanding the foregoing, due to certain applicable regulatory restrictions, unless prior regulatory approval is obtained, Bridge Bancorp and/or FNBNY Bancorp will be prohibited from making any payments under these change in control agreements.  FNBNY Bancorp has filed an application with the applicable regulators seeking approval to make payments under the change in control agreements.  If regulatory approval is received, the cash severance payments can be made under the change in control agreements.

·                  Rights of FNBNY Bancorp officers and directors to continued indemnification coverage and continued coverage under directors’ and officers’ liability insurance policies.

Regulatory Approvals Required for the Merger (page 52)

The Merger cannot be completed without the prior approval of the Office of the Comptroller of the Currency (the “OCC”).  The OCC approved the Merger on December 4, 2013.  In addition, the Merger cannot be completed without the approval (or waiver thereof) of the Board of Governors of the Federal Reserve System (the “Federal Reserve”).  The Federal Reserve has granted Bridge Bancorp a waiver from any requirement to file with and obtain approval from the Federal Reserve with respect to the Merger.

Conditions to the Merger (page 51)

Completion of the Merger depends on a number of conditions being satisfied or waived, including the following:

·                  Holders of FNBNY Bancorp Class A Common Stock must have approved the Merger Agreement;

·                  the representations and warranties of the parties to the Merger Agreement that are qualified as to materiality must be, subject to certain limited exceptions, true and correct, and each representation and warranty not so qualified shall be true and correct in all material respects, as of the closing date;

·                  the receipt of all regulatory approvals and other necessary approvals of governmental entities, including the OCC and all statutory waiting periods must have expired, and none of the regulatory approvals necessary to consummate the Merger and the transaction contemplated by the Merger Agreement impose a condition that would prohibit or materially limit the ownership or operation by Bridge Bancorp or Bridgehampton Bank of the business or assets of FNBNY Bancorp or any of its subsidiaries, materially limit the business currently conducted by Bridge Bancorp or Bridgehampton Bank, compel any party to dispose of or separately hold all or a material portion of the business or assets of FNBNY Bancorp or any of its subsidiaries, or continue in effect First National Bank’s regulatory agreement with the OCC (each a “Burdensome Condition”).  This Condition has been satisfied;

·                  there must be no statute, rule, regulation, order, injunction or decree in existence which prohibits or enjoins the Merger;

·                  there must be no litigation, statute, law, regulation, order or decree by which the Merger is restrained or enjoined;

·                  Bridge Bancorp’s registration statement filed with the Securities and Exchange Commission of which this document is a part shall have become effective and no stop order suspending its

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effectiveness shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the Securities and Exchange Commission;

·                  the shares of Bridge Bancorp common stock to be issued to FNBNY Bancorp shareholders in the Merger must have been approved for listing on the Nasdaq Global Select Market and such shares must be delivered to the exchange agent before the closing date of the transaction;

·                  the audited consolidated statement of financial condition as of December 31, 2013 of FNBNY Bancorp has been completed to the extent required under FNBNY Bancorp’s subscription agreements with certain of its shareholders;

·                  all necessary third party consents shall have been obtained; and

·                  holders of no more than 10% of FNBNY Bancorp’s common stock exercise their right to dissent from approving the Merger and instead demand the fair value of their shares.

Although Bridge Bancorp anticipates the closing will occur during the first quarter of 2014, because the satisfaction of certain of these conditions is beyond our control, Bridge Bancorp cannot be certain when, or if, the conditions to the Merger will be satisfied or waived or whether the Merger will be completed.

No Solicitation (page 52)

Subject to certain exceptions, FNBNY Bancorp has agreed not to initiate, solicit, induce or knowingly encourage any inquiries or the making of any proposal or offer from any third party relating to an acquisition of FNBNY Bancorp, or enter into an agreement relating to an acquisition proposal by a third party. Notwithstanding these restrictions, however, the Merger Agreement provides that, under specified circumstances, in response to an unsolicited acquisition proposal or inquiry from a third party which, in the good faith judgment of the FNBNY Bancorp board of directors, is or reasonable likely to result in a proposal which is superior to the Merger with Bridge Bancorp.  FNBNY Bancorp may furnish information regarding FNBNY Bancorp and participate in discussions and negotiations with such third party.

Termination of the Merger Agreement (page 53)

Bridge Bancorp and FNBNY Bancorp may mutually agree at any time to terminate the Merger Agreement without completing the merger, even if the FNBNY Bancorp shareholders have approved it.  Also, either party may decide, without the consent of the other party, to terminate the Merger Agreement under specified circumstances, including if the Merger is not consummated by July 31, 2014, or if the shareholders of FNBNY Bancorp do not approve the Merger.  In addition, either party may terminate the Merger Agreement if there is a breach of the agreement by the other party that would cause the failure of conditions to the terminating party’s obligation to close, unless the breach is capable of being cured and is cured within 30 days of the notice of breach (provided that the terminating party is not then in material breach of the Merger Agreement).  In addition, FNBNY Bancorp may terminate the Merger Agreement if Bridge Bancorp’s stock price falls below thresholds set forth in the Merger Agreement and Bridge Bancorp does not increase the merger consideration pursuant to a prescribed formula or, under certain limited circumstances, if FNBNY Bancorp has received a proposal which its board of directors determines is superior to the Merger with Bridge Bancorp.

Termination Fee (page 53)

If the Merger is terminated pursuant to specified situations in the Merger Agreement (and FNBNY Bancorp accepts a “superior proposal,” as defined in the Merger Agreement, or enters into an acquisition proposal under certain circumstances), FNBNY Bancorp may be required to pay a termination fee to Bridge Bancorp of $200,000, plus expenses. FNBNY Bancorp agreed to this termination fee arrangement in order to induce Bridge Bancorp to enter into the Merger Agreement. The termination fee requirement may discourage other companies from trying or proposing to combine with FNBNY Bancorp before the Merger is completed.

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Comparison of Shareholders’ Rights (page 58)

When the Merger is completed, FNBNY Bancorp shareholders will become Bridge Bancorp shareholders and their rights will be governed by New York law and Bridge Bancorp’s certificate of incorporation and bylaws. See “Comparison of Shareholders’ Rights” for a summary of the material differences between the respective rights of FNBNY Bancorp and Bridge Bancorp shareholders.

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SUMMARY OF SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

Bridge Bancorp, Inc.

The following tables set forth selected historical consolidated financial data for Bridge Bancorp as of and for each of the five years ended December 31, 2012 (which has been derived from its audited consolidated financial statements), and as of and for the nine months ended September 30, 2013 and 2012 (unaudited). You should read these tables together with the historical consolidated financial information contained in Bridge Bancorp’s consolidated financial statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Bridge Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2012, which has been filed with the SEC and are incorporated by reference herein. Information for the nine month periods ended September 30, 2013 and 2012 is derived from unaudited interim consolidated financial statements and has been prepared on the same basis as Bridge Bancorp’s audited consolidated financial statements and includes, in the opinion of management, all adjustments, consisting of only normal recurring adjustments, necessary to present fairly the data for such periods. The results of operations for the nine month period ended September 30, 2013 does not necessarily indicate the results which may be expected for any future interim period or for the full year.

(1) Goodwill and core deposit intangibles relate to the acquisition of Hamptons State Bank that was completed on May 27, 2011.

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(1)    The net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities for the period.

(2)    The net interest margin represents net interest income as a percent of average interest-earning assets for the period.

(3)    The efficiency ratio represents noninterest expense divided by the sum of net interest income and noninterest income.

(1)  Excludes goodwill and core deposit intangibles of approximately $2.3 million related to the acquisition of Hamptons State Bank.

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(1)    The net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities for the period.

(2)    The net interest margin represents net interest income as a percent of average interest-earning assets for the period.

(3)    The efficiency ratio represents noninterest expense divided by the sum of net interest income and noninterest income.

(4)    Excludes goodwill and core deposit intangibles of approximately $2.3 million related to the acquisition of Hamptons State Bank.

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FNBNY Bancorp, Inc.

The following tables set forth selected historical financial data of FNBNY Bancorp for the periods and at the dates indicated. The results of operation for the three and nine month periods ended on September 30, 2013 do not necessarily indicate the results which may be expected for any future interim period or for the full year.

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement-prospectus, including the matters addressed under the caption “Forward-Looking Statements,” you should carefully consider the following risk factors in deciding whether to vote for adoption of the Merger Agreement.

Risks Related to the Merger

FNBNY Bancorp Shareholders Cannot Be Certain of the Number of Shares of Bridge Bancorp Common Stock They Will Receive, the Market Value of the Per Share Merger Consideration They Will Receive or the Aggregate Value of the Merger Consideration, Because There Are Merger Consideration Adjustments and the Market Price of Bridge Bancorp Common Stock Will Fluctuate.

The Exchange Ratio for each outstanding share of FNBNY Bancorp Class A Common Stock and Class B Common Stock is subject to adjustment for a number of factors that may not be determined until immediately prior to closing.  The number of shares of Bridge Bancorp Common Stock to be issued, initially 244,110, may be increased or decreased depending on whether FNBNY Bancorp recovers certain amounts prior to closing.  The number of shares will be increased based on the amount FNBNY Bancorp recovers, net of expenses, with respect to two loans totaling $6.3 million, and will be decreased based on the amount by which insurance proceeds received by FNBNY Bancorp prior to closing with respect to certain insurance claims falls below $350,000.  The maximum number of additional shares of Bridge Bancorp common stock that would be issued if FNBNY Bancorp recovers the full $6.3 million, assuming no expenses, is 292,932. Assuming no insurance proceeds are recovered by FNBNY Bancorp prior to closing, Bridge Bancorp would decrease the number of shares to be issued to the holders of FNBNY Bancorp Class A Common Stock up to 16,274.  Any increase in the number of shares to be issued would increase the Exchange Ratio and any decrease would decrease the Exchange Ratio.

In addition, the Exchange Ratio will be decreased if FNBNY Bancorp is obligated to issue additional shares of its Class A Common Stock pursuant to certain subscription agreements.  Under the subscription agreements, FNBNY Bancorp will be required to issue additional shares if its tangible book value per share, as shown on its December 31, 2013 audited balance sheet, is less than $10.00.  Based on unaudited financial data as of September 30, 2013, the tangible book value per share was $2.49 and FNBNY Bancorp would be required to issue an additional 377,008 shares of Class A Common Stock.  See “The Merger and the Merger Agreement—Merger Consideration.”  If FNBNY Bancorp issues additional shares pursuant to the terms of the subscription agreements, the Exchange Ratio for all holders of Class A Common Stock and Class B Common Stock will be reduced.  Any change in the Exchange Ratio will affect the number of shares of Bridge Bancorp common stock to be received by holders of FNBNY Bancorp Class A Common Stock and Class B Common Stock in connection with the Merger. For a more complete description of the potential merger consideration to be received by FNBNY Bancorp shareholders, see “The Merger and the Merger Agreement—Merger Consideration.”

In addition, the market value of the Bridge Bancorp common stock to be issued in the merger may vary from the closing price of Bridge Bancorp common stock on the date it announced the Merger, on the date that this document was mailed to FNBNY Bancorp shareholders, on the date of the special meeting of the FNBNY Bancorp shareholders and on the date it completes the Merger and thereafter. Any change in the market price of Bridge Bancorp common stock prior to completion of the Merger will affect the market value of the merger consideration that FNBNY Bancorp shareholders will receive upon completion of the Merger. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in Bridge Bancorp’s businesses, operations and prospects, and

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regulatory considerations. Many of these factors are beyond Bridge Bancorp’s control.  You should obtain current market quotations for shares of Bridge Bancorp common stock before you vote.

FNBNY Bancorp shareholders can call the following toll free number 855-702-8342 for updated information as to the Exchange Ratio based on recoveries on the Identified Loans, the receipt of any insurance proceeds and the issuance of additional shares pursuant to the Subscription Agreements at any time prior to the special meeting, as well as prior to the closing. At least seven days prior to the special meeting, FNBNY Bancorp will mail to shareholders updated information regarding the year end tangible book value per share, based on the audited financial statements, and the recoveries, if any, on the Identified Loans, as well as the resulting Exchange Ratio.

The Merger Agreement May Be Terminated in Accordance With Its Terms and The Merger May Not Be Completed.

The Merger Agreement is subject to a number of conditions which must be fulfilled in order to close. Those conditions include:  FNBNY Bancorp shareholder approval, the continued accuracy of certain representations and warranties by both parties and the performance by both parties of certain covenants and agreements.  There can be no assurance that the conditions to closing the Merger will be fulfilled or that the Merger will be completed.

Bridge Bancorp May Fail to Realize the Anticipated Benefits of the Merger, and the Value of the Bridge Bancorp Stock Received by Holders of FNBNY Bancorp Shares as Consideration for the Merger may Decline.

The success of the Merger will depend on, among other things, Bridge Bancorp’s ability to realize anticipated cost savings and to combine the businesses of Bridge Bancorp and FNBNY Bancorp in a manner that permits growth opportunities and does not materially disrupt the existing customer relationships of FNBNY Bancorp nor result in decreased revenues resulting from any loss of customers.  If Bridge Bancorp is not able to successfully achieve these objectives, the anticipated benefits of the Merger may not be realized fully or at all or may take longer to realize than expected, adversely affecting the value of Bridge Bancorp common stock, including those which FNBNY Bancorp shareholders have received as consideration for the Merger.

Bridge Bancorp and FNBNY Bancorp have operated and, until the completion of the Merger, will continue to operate independently.  Certain employees of FNBNY Bancorp will not be employed by Bridge Bancorp or Bridgehampton Bank after the Merger.  In addition, employees of FNBNY Bancorp that Bridge Bancorp wishes to retain may elect to terminate their employment as a result of the Merger which could delay or disrupt the integration process.  It is possible that the integration process could result in the disruption of FNBNY Bancorp’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the ability of Bridgehampton Bank to maintain relationships with customers and employees or to achieve the anticipated benefits of the Merger.

FNBNY Bancorp Directors and Officers Have Interests in the Merger Besides Those of a Shareholder.

In considering the recommendation of the board of directors of FNBNY Bancorp to adopt the merger agreement, you should be aware that certain of FNBNY Bancorp’s officers and directors have interests in the Merger that are in addition to, or different from, the interests of FNBNY Bancorp’s shareholders generally.  FNBNY Bancorp’s board of directors was aware of these conflicts of interest and took them into account in approving the Merger.  These interests include payments (up to an aggregate

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amount of approximately $1,150,000) that may be made pursuant to contractual arrangements in existence before the date of the Merger Agreement, and are described below:

·                  Change in control agreements with two officers of FNBNY Bancorp that provide for cash severance payments and continued health insurance in connection with a termination of employment without cause or for good reason following a change in control. Notwithstanding the foregoing, due to certain applicable regulatory restrictions, unless prior regulatory approval is obtained, Bridge Bancorp and/or FNBNY Bancorp will be prohibited from making any payments under these change in control agreements.  FNBNY Bancorp has filed an application with the applicable regulators seeking approval to make payments under the change in control agreements.  If regulatory approval is received, the cash severance payments can be made under the change in control agreements.

·                  Rights of FNBNY Bancorp officers and directors to continued indemnification coverage and continued coverage under directors’ and officers’ liability insurance policies.

FNBNY Bancorp Shareholders Will Have a Reduced Ownership and Voting Interest After the Merger and Will Exercise Less Influence Over Management.

Holders of FNBNY Bancorp’s Class A Common Stock currently have the right to vote in the election of the FNBNY Bancorp board of directors and on other matters affecting FNBNY Bancorp. When the Merger is completed, each FNBNY Bancorp shareholder that receives shares of Bridge Bancorp common stock will become a shareholder of Bridge Bancorp with a percentage ownership of the combined organization that is much smaller than the shareholder’s percentage ownership of FNBNY Bancorp. Because of this, FNBNY Bancorp’s shareholders will have less influence on the management and policies of Bridge Bancorp than they now have on the management and policies of FNBNY Bancorp.

Termination of the Merger Agreement Could Negatively Impact FNBNY Bancorp.

Bridge Bancorp may terminate the Merger Agreement for the reasons set forth in the Merger Agreement. If the Merger Agreement is terminated, there may be various consequences including:

·                  FNBNY Bancorp’s businesses may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Merger, without realizing any of the anticipated benefits of completing the Merger; and

·                  the value of FNBNY Bancorp common stock might decline to the extent that the current value reflects a market assumption that the Merger will be completed.

If the Merger Agreement is terminated and FNBNY Bancorp’s board of directors seeks another merger or business combination, FNBNY Bancorp shareholders cannot be certain that FNBNY Bancorp will be able to find a party willing to pay an equivalent or more attractive price than the price Bridge Bancorp has agreed to pay in the Merger.

The Opinion of FNBNY Bancorp’s Financial Advisor Will Not Reflect Changes in Circumstances Between Signing the Merger Agreement and the Merger.

FNBNY Bancorp’s financial advisor, KBW, rendered an opinion as to the fairness of the Merger dated September 26, 2013, to the FNBNY Bancorp board of directors. KBW assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date thereof.

Changes in the operations and prospects of Bridge Bancorp or FNBNY Bancorp, general market and economic conditions and other factors on which FNBNY Bancorp’s financial advisor’s opinion was based, may significantly alter the value of Bridge Bancorp or FNBNY Bancorp or the prices of shares of Bridge Bancorp common stock or FNBNY Bancorp common stock by the time the Merger is completed. The opinion does not speak as of the time the Merger will be completed or as of any date other than the

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date of such opinion. The FNBNY Bancorp board of directors’ recommendation that holders of FNBNY Bancorp common stock vote “FOR” adoption of the Merger Agreement, however, is as of the date of this document. For a description of the opinion that FNBNY Bancorp received from its financial advisor, please refer to “The Merger and the Merger Agreement—Fairness Opinion of FNBNY Bancorp’s Financial Advisor.” For a description of the other factors considered by FNBNY Bancorp’s board of directors in determining to approve the Merger, please refer to “The Merger and the Merger Agreement—Recommendation of the FNBNY Bancorp Board of Directors and Reasons for the Merger.”

The Merger Agreement Limits FNBNY Bancorp’s Ability to Pursue Alternatives to the Merger.

The Merger Agreement contains “no shop” provisions that, subject to limited exceptions, limit FNBNY Bancorp’s ability to discuss, facilitate or commit to competing third-party proposals to acquire all or a significant part of FNBNY Bancorp. In addition, FNBNY Bancorp has agreed to pay Bridge Bancorp a termination fee in the amount of $200,000 plus expenses in the event that FNBNY Bancorp terminates the Merger Agreement for certain reasons.  These provisions might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of FNBNY Bancorp from considering or proposing that acquisition even if it were prepared to pay consideration with a higher per share market price than that proposed in the Merger, or might result in a potential competing acquirer’s proposing to pay a lower per share price to acquire FNBNY Bancorp than it might otherwise have proposed to pay. FNBNY Bancorp can consider and participate in discussions and negotiations with respect to an alternative proposal so long as the FNBNY Bancorp board of directors determines in good faith (after consultation with legal counsel) that failure to do so would be reasonably likely to result in a violation of its fiduciary duties to FNBNY Bancorp shareholders under applicable law.

The Shares of Bridge Bancorp Common Stock to be Received by FNBNY Bancorp Shareholders as a Result of the Merger Will Have Different Rights From the Shares of FNBNY Bancorp Common Stock.

Upon completion of the Merger, FNBNY Bancorp shareholders will become Bridge Bancorp shareholders and their rights as shareholders will be governed by the certificate of incorporation and bylaws of Bridge Bancorp.  The rights associated with FNBNY Bancorp common stock are different from the rights associated with Bridge Bancorp common stock. Please see “Comparison of Shareholders’ Rights” for a discussion of the different rights associated with Bridge Bancorp common stock.

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FNBNY BANCORP SPECIAL MEETING OF HOLDERS OF CLASS A COMMON STOCK

FNBNY Bancorp is mailing this proxy statement-prospectus to you as a FNBNY Bancorp shareholder on or about [Mail Date].  With this document, FNBNY Bancorp is sending you a notice of the FNBNY Bancorp special meeting of holders of its Class A Common Stock and a form of proxy that is solicited by the FNBNY Bancorp board of directors.  The special meeting will be held on                          at          p.m., local time, at                                                                             .

Matter to be Considered

The purpose of the special meeting of holders of FNBNY Bancorp’s Class A Common Stock is to vote on the approval and adoption of the Agreement and Plan of Merger by and between Bridge Bancorp and FNBNY Bancorp, dated as of September 27, 2013, by which FNBNY Bancorp will be merged with and into Bridge Bancorp.

Holders of Class A Common Stock are also being asked to vote upon a proposal to adjourn or postpone the special meeting of holders of Class A Common Stock.  FNBNY Bancorp could use any adjournment or postponement for the purpose, among others, of allowing additional time to solicit proxies.

Proxy Card, Revocation of Proxy

You should vote by completing and returning the proxy card accompanying this document to ensure that your vote is counted at the special meeting of shareholders, regardless of whether you plan to attend.  You can revoke your proxy at any time before the vote is taken at the special meeting by:

·                  submitting written notice of revocation to Maureen Kiedaisch, Corporate Secretary of FNBNY Bancorp;

·                  submitting a properly executed proxy bearing a later date before the special meeting of shareholders; or

·                  voting in person at the special meeting of shareholders.  However, simply attending the special meeting without voting will not revoke an earlier proxy.

If your shares are held in street name, you should follow the instructions of your broker regarding revocation of proxies.

All shares represented by valid proxies and unrevoked proxies will be voted in accordance with the instructions on the proxy card.  If you sign your proxy card, but make no specification on the card as to how you want your shares voted, your proxy card will be voted “FOR” approval of the foregoing proposals.  The board of directors of FNBNY Bancorp is presently unaware of any other matter that may be presented for action at the special meeting of shareholders.  If any other matter does properly come before the special meeting, the board of directors of FNBNY Bancorp intends that shares represented by properly submitted proxies will be voted, or not voted, by and at the discretion of the persons named as proxies on the proxy card.

Solicitation of Proxies

The cost of solicitation of proxies will be borne by FNBNY Bancorp.  In addition to solicitations by mail, FNBNY Bancorp’s directors, officers and regular employees may solicit proxies personally or by telephone without additional compensation.

Record Date

The close of business on                    has been fixed as the record date for determining the holders of FNBNY Bancorp Class A Common Stock entitled to receive notice of and to vote at the special

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meeting of shareholders.  At that time, 3,784,497 shares of FNBNY Bancorp Class A Common Stock were outstanding, and were held by approximately 51 holders of record.

Voting Rights, Quorum Requirements and Vote Required

The presence, in person or by properly executed proxy, of the holders of a majority of the outstanding shares of FNBNY Bancorp Class A Common Stock entitled to vote is necessary to constitute a quorum at the special meeting of shareholders.  Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present but will not be counted as votes cast either for or against the Merger Agreement.

Adoption of the Merger Agreement requires the affirmative vote of the holders of a majority of the shares of FNBNY Bancorp Class A Common Stock issued and outstanding on the record date. Accordingly, a failure to vote or an abstention will have the same effect as a vote against the Merger Agreement.  As of the record date, the directors and executive officers of FNBNY Bancorp owned 708,729 shares of FNBNY Bancorp Class A Common Stock entitled to vote at the special meeting of holders of Class A Common Stock, and Modern Capital owned 1,263,000 shares of FNBNY Bancorp Class A Common Stock entitled to vote at the special meeting of holders Class A Common Stock.  This represents approximately 52.1% of the total votes entitled to be cast at the special meeting.  These individuals, as well as Modern Capital, have entered into voting agreements pursuant to which they have agreed to vote “FOR” adoption of the Merger Agreement.

Recommendation of the Board of Directors

The FNBNY Bancorp board of directors has unanimously approved the Merger Agreement and the transactions contemplated by the Merger Agreement.  The board of directors of FNBNY Bancorp believes that the Merger Agreement is fair to FNBNY Bancorp shareholders and is in the best interest of FNBNY Bancorp and its shareholders and recommends that you vote “FOR” the adoption of the Merger Agreement.  See “The Merger and the Merger Agreement—Recommendation of the FNBNY Bancorp Board of Directors and Reasons for the Merger.”

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THE MERGER AND THE MERGER AGREEMENT

The description of the Merger and the Merger Agreement contained in this proxy statement-prospectus describes the material terms of the Merger Agreement; however, it does not purport to be complete.  It is qualified in its entirety by reference to the Merger Agreement.  Bridge Bancorp has attached a copy of the Merger Agreement as Appendix A.

General

Pursuant to the Merger Agreement, FNBNY Bancorp will merge into Bridge Bancorp, with Bridge Bancorp as the surviving entity.  Outstanding shares of FNBNY Bancorp Class A Common Stock and Class B Common Stock will be converted into the right to receive shares of Bridge Bancorp common stock.  Cash will be paid in lieu of any fractional share of Bridge Bancorp common stock.  See “Merger Consideration” below.  As a result of the Merger, the separate corporate existence of FNBNY Bancorp will cease and Bridge Bancorp will succeed to all the rights and be responsible for all the obligations of FNBNY Bancorp.

The Parties

Bridge Bancorp, Inc.

Bridge Bancorp is a bank holding company engaged in commercial banking and financial services through its wholly owned subsidiary, Bridgehampton National Bank.  Established in 1910, Bridgehampton Bank, with assets of approximately $1.7 billion and total deposits of approximately $1.46 billion as of September 30, 2013, and a primary market area of Suffolk County, Long Island, operates 23 retail branch locations.  Through this branch network and its electronic delivery channels, it provides deposit and loan products and financial services to local businesses, consumers and municipalities.  Title insurance services are offered through Bridgehampton Bank’s wholly owned subsidiary, Bridge Abstract.  Bridge Investment Services, a division of Bridgehampton Bank, offers financial planning and investment consultation.

The principal executive office of Bridge Bancorp is located at 2200 Montauk Highway, Bridgehampton, New York 11932 and the telephone number is (631) 537-1000.

Bridge Bancorp completed a public offering of common stock on October 8, 2013, selling 1,926,250 shares of its common stock at a price of $20.75 per share, for gross proceeds at approximately $40.0 million.

FNBNY Bancorp, Inc.

Founded as Madison National Bank and headquartered in Melville, New York, FNBNY Bancorp is the owner of the First National Bank, which operates three full-service banking centers in Nassau and Suffolk Counties, New York. As of September 30, 2013, FNBNY Bancorp had total assets, deposits, and net loans of approximately $260.1 million, $195.7 million, and $103.4 million, respectively.  FNBNY Bancorp’s principal executive office is located at 538 Broadhollow Road, Melville, New York 11747, (631) 348-6999.

Merger Consideration

Bridge Bancorp has agreed to issue an aggregate of 244,110 shares of Bridge Bancorp common stock in the Merger, subject to the adjustments as described in the next sentence (the “Aggregate Bridge Bancorp Shares”). The Aggregate Bridge Bancorp Shares shall be (1) increased by that number as shall equal (i) the dollar amount FNBNY Bancorp recovers, net of expenses, with respect to two loans totaling $6.3 million (the “Identified Loans”), (ii) divided by $21.5067 (the “Pre-Closing Additional Consideration”), and (2) decreased by that number equal to (i) the amount by which insurance proceeds received by FNBNY Bancorp prior to the closing of the Merger with respect to certain insurance claims is less than $350,000, (ii) divided by $21.5067. The amount recovered by FNBNY Bancorp with respect to

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the Identified Loans will include (i) aggregate cash payments of principal and interest, and (ii) payments from non-recourse sales of the Identified Loans, less (iii) all out of pocket costs and expenses and any other disbursements directly and primarily relating to the administration of the Identified Loans (including without limitation, real estate taxes and other property maintenance expenses paid and professional fees). If the amount recovered or the amount of any expense is disputed in good faith by Bridge Bancorp and not resolved prior to the closing date of the Merger, the Aggregate Bridge Bancorp Shares will not be increased and the dispute shall be resolved by an accounting firm mutually agreed upon by the parties (the cost of which shall be equally shared).  The amount determined by such accounting firm to have been recovered by FNBNY Bancorp, net of expenses, will be included in the Post-Closing Additional Consideration (as defined below).

On the closing date, Bridge Bancorp will establish an account at Bridgehampton National Bank (the “Identified Loan Account”) in which any principal and interest payments received (and not included in the determination of the Pre-Closing Additional Consideration) on the Identified Loans shall be deposited.  Bridge Bancorp will also maintain records of all direct out of pocket expenses incurred and primarily relating to the administration of the Identified Loans.  Not more than thirty (30) days following each of the first two anniversary dates of the closing date (the “Distribution Dates”), Bridge Bancorp shall distribute from the Identified Loan Account to each of the holders of FNBNY Bancorp Class A Common Stock and Class B Common Stock of record at the Effective Time who are not Dissenting Shareholders (the “Specified Shareholders”) payment in cash equal to the product of (i) sixty percent of the amount recovered with respect to the Identified Loans, including from funds held in trust, escrow or a similar vehicle prior to the closing of the Merger, net of expenses, during the year preceding each Distribution Date, multiplied by (ii) a fraction, the numerator of which is the number of shares of FNBNY Bancorp Class A Common Stock and Class B Common Stock owned of record by such Specified Shareholder on the date of the closing of the Merger and the denominator of which is the aggregate number of shares of FNBNY Bancorp Class A Common Stock and Class B Common Stock owned of record by all Specified Shareholders on the date of the closing of the Merger (the “Post-Closing Additional Consideration”). If there is no payment due Specified Shareholders as of the Distribution Dates, Bridge Bancorp will so inform the Specified Shareholders.  Following the second Distribution Date, there shall be no further obligation with respect to the Identified Loans and no further distributions to Specified Shareholders.  Bridge Bancorp will maintain records of recoveries (including costs and expenses) during this two year period, and provided that Bridge Bancorp provides Specified Shareholders with an explanation of the status of the Identified Loans and any recoveries, Bridge Bancorp will have no further liability or obligation with respect to the Specified Shareholders.  Bridge Bancorp may sell the Identified Loans in good faith and at prices it deems reasonable and no claim shall be available to Specified Shareholders in connection therewith.

Shareholders should consider the following limitations on and conditions to the right to receive the Post-Closing Additional Consideration:

·                  the right will be non-interest bearing;

·                  the right will not be assignable or transferable except by operation of law;

·                  the right will not be represented by any form of certificate or instrument;

·                  will not represent any ownership interest in Bridge Bancorp or FNBNY Bancorp;

·                  the holders of the right will have no ownership rights common to shareholders of Bridge Bancorp (such as voting and dividend rights); and

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·                  the right will not be dependent on Bridge Bancorp’s operating results subsequent to the merger, but solely on the performance of the Identified Loans.

Each share of FNBNY Bancorp Class A Common Stock and Class B Common Stock that is exchanged for Bridge Bancorp common stock will be converted into the right to receive a fraction of a share of Bridge Bancorp common stock equal to:  (i) the aggregate number of shares of Bridge Bancorp common stock issued pursuant to the Merger, as adjusted pursuant to the Merger Agreement, (ii) divided by the number of shares of FNBNY Bancorp Class A Common Stock and Class B Common Stock outstanding at closing (the “Exchange Ratio”).

As of the date of this proxy statement-prospectus, there are a total of 4,989,832 shares of Class A Common Stock and Class B Common Stock of FNBNY Bancorp, Inc. outstanding.  However, it is expected that FNBNY Bancorp, Inc. will be required to issue additional shares of Class A and Class B Common Stock under the terms of four subscription agreements in connection with the sale of 125,000 shares of FNBNY Bancorp common stock at $10.00 per share in April and June 2013.  The purpose of the sale of shares pursuant to the subscription agreements was to increase the amount of capital at First National Bank.

Pursuant to the subscription agreements, if FNBNY Bancorp sells any shares of FNBNY Bancorp Class A Common Stock or Class B Common Stock by December 31, 2013 for less than $10.00 per share, FNBNY Bancorp must issue to each subscriber a number of additional shares of FNBNY Bancorp common stock equal to the amount by which:  (i) the dollar value of each subscriber’s investment divided by the lowest price at which any Class A Common Stock or Class B Common Stock is sold by FNBNY Bancorp by December 31, 2013, exceeds (ii) the dollar value of each subscriber’s investment divided by $10.00.

The subscription agreements further provide that if FNBNY Bancorp does not sell any shares of FNBNY Bancorp Class A Common Stock or Class B Common Stock by December 31, 2013, FNBNY Bancorp must issue to each subscriber a number of additional shares of FNBNY Bancorp Class A Common Stock equal to the amount by which:  (i) the dollar value of each subscriber’s investment divided by the tangible book value per share of FNBNY Bancorp as of December 31, 2013, as shown in FNBNY Bancorp’s audited financials, exceeds (ii) the dollar value of each subscriber’s investment divided by $10.00.

The Merger is not a sale of shares, and under the Merger Agreement, FNBNY Bancorp is prohibited from selling any shares of FNBNY Bancorp Class A Common Stock or Class B Common Stock prior to closing.  Accordingly, the number of additional shares to be issued under the subscription agreements will be determined based on the FNBNY Bancorp tangible book value per share as of December 31, 2013, as reflected in the audited financial statements. As of September 30, 2013, FNBNY Bancorp’s tangible book value was $2.49.

For example, if the FNBNY Bancorp tangible book value per share on December 31, 2013 is $2.50, it would entitle a subscriber who invested $100,000 at $10.00 per share (10,000 shares = $100,000 investment divided by $10.00 per share cost), to an additional 30,000 shares in total ($100,000 divided by tangible book value of $2.50 equals 40,000 shares of FNBNY Bancorp Common Stock, less the 10,000 shares purchased at $10.00 each). Based upon FNBNY Bancorp’s tangible book value of $2.49 as of September 30, 2013, FNBNY Bancorp will be required to issue 377,008 additional shares of Class A Common Stock under the subscription agreements.

Given that Bridge Bancorp is issuing a fixed number of Bridge Bancorp shares of common stock (initially set at 244,110 shares) as merger consideration, which fixed amount may increase or decrease based on pre-closing recoveries, the issuance of additional FNBNY Bancorp shares of common stock

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under the subscription agreements will have the effect of lowering the Exchange Ratio and the per share merger consideration to be received for each share of FNBNY Bancorp Common Stock.

Assuming that Bridge Bancorp issues 244,110 shares of common stock in the Merger (i.e., there are no pre-closing recoveries on the Identified Loans and insurance proceeds of at least $350,000 are received), the following table shows the effect on the Exchange Ratio resulting from different FNBNY Bancorp tangible book values per share at December 31, 2013 and the resulting issuance of additional FNBNY Bancorp Common Stock to the four subscribers: