FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GREENBERG ARNOLD K
2. Issuer Name and Ticker or Trading Symbol

ASTORIA FINANCIAL CORP [ AF ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Vice President
(Last)          (First)          (Middle)

ONE ASTORIA FEDERAL PLAZA
3. Date of Earliest Transaction (MM/DD/YYYY)

10/25/2011
(Street)

LAKE SUCCESS, NY US 11042
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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                  927.69   I   (2) IRA Spouse  
Common Stock                  60000   I   (3) Spouse  
Common Stock                  47040.22   I   (4) ESOP  
Common Stock                  73367.31   I   (5) 401(k)  
Common Stock                  16600   I   (6) RSA  
Common Stock                  16290   I   (7) RSA  
Common Stock                  17900   I   (8) RSA  
Common Stock                  16350   I   (9) RSA  
Common Stock   10/25/2011     S    510   D $7.8017   223522.9   D   (1) (13)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option   (10) $16.8333                    1/10/2005   12/18/2011   Common Stock   5940     5940   D    
Non-Statutory Stock Option   (10) $16.8333                    1/10/2005   12/18/2011   Common Stock   94560     94560   D    
Incentive Stock Option   (10) $18                    1/10/2006   12/17/2012   Common Stock   5554     5554   D    
Non-Statutory Stock Option   (10) $18                    1/10/2006   12/17/2012   Common Stock   124946     124946   D    
Non-Statutory Stock Option   (11) $24.40                    12/22/2005   12/16/2013   Common Stock   4098     4098   D    
Non-Statutory Stock Option   (11) $24.40                    12/22/2005   12/16/2013   Common Stock   90402     90402   D    
Non-Statutory Stock Option   (11) $26.6267                    12/22/2005   12/14/2014   Common Stock   3754     3754   D    
Non-Statutory Stock Option   (11) $26.6267                    12/22/2005   12/14/2014   Common Stock   128246     128246   D    
Non-Statutory Stock Option   (12) $29.02                    1/9/2009   12/20/2012   Common Stock   112700     112700   D    

Explanation of Responses:
( 1)  Includes shares acquired pursuant to the Astoria Financial Corporation Automatic Dividend Reinvestment Stock Purchase Plan which are exempt from the operation of Section 16 of the Securities Exchange Act of 1934 and are beneficially owned directly by Mr. Greenberg.
( 2)  Includes shares acquired pursuant to the Astoria Financial Corporation Automatic Dividend Reinvestment Stock Purchase Plan which are exempt from the operation of Section 16 of the Securities Exchange Act of 1934 and are held in the Individual Retirement Account of Mr. Greenberg's spouse.
( 3)  Shares are held by Mr. Greenberg's spouse.
( 4)  Represents shares allocated to Mr. Greenberg's account under the Astoria Federal Savings and Loan Association Employee Stock Ownership Plan ("ESOP") as of September 30, 2011 and held in the ESOP Trust.
( 5)  Represents shares held in the Employer Stock Fund of the Astoria Incentive Savings Plan ("401(k) Plan") for the account of Mr. Greenberg as of September 30, 2011. Shares are held in the 401(k) Plan Trust.
( 6)  Represents award of restricted stock dated December 20, 2006 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The restricted stock will vest on January 9, 2012 or, if earlier, upon the death, Disability or retirement at normal retirement age, or Change of Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of his employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon his termination of the employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.
( 7)  Represents award of restricted stock dated February 2, 2009 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The shares of restricted stock will vest as follows: 16,290 shares on December 15, 2011 or, if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of his employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon his termination of employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.
( 8)  Represents award of restricted stock dated February 1, 2010 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The shares of restricted stock will vest as follows: 8,950 shares on December 14, 2011 and 8,950 shares on December 14, 2012 or, if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of his employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon his termination of employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.
( 9)  Represents award of restricted stock dated January 31, 2011 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The shares of restricted stock will vest as follows: 5,450 shares on December 14, 2011, 5,450 shares on December 14, 2012, and 5,450 shares on December 16, 2013 or, if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of his employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon his termination of employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.
( 10)  Options were granted pursuant to the 1999 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1999 Plan.
( 11)  Options were granted pursuant to the 2003 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 2003 Plan.
( 12)  Options were granted pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan.
( 13)  Sale of shares from IRA Account due to Mandatory Distribution.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GREENBERG ARNOLD K
ONE ASTORIA FEDERAL PLAZA
LAKE SUCCESS, NY US 11042


Executive Vice President

Signatures
Arnold K. Greenberg 10/26/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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