1. Name and Address of Reporting Person
*
KEEGAN GERARD C
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2. Issuer Name
and
Ticker or Trading Symbol
ASTORIA FINANCIAL CORP
[
AF
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Vice Chairman andChief Adm Off
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(Last)
(First)
(Middle)
ONE ASTORIA FEDERAL PLAZA
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/15/2011
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(Street)
LAKE SUCCESS, NY US 11042
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Explanation of Responses:
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(
1)
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Represents shares allocated to Mr. Keegan'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.
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(
2)
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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.
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(
3)
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Represents award of restricted stock dated January 28, 2008 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 28, 2013 or, if earlier, upon the death, Disability 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.
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(
4)
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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: 19,904 shares on December 17, 2012, and 19,904 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.
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(
5)
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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: 13,824 shares on December 14, 2012, 13,824 shares on December 16, 2013 and 13,824 shares on December 15,2014 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.
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(
6)
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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: 11,768 shares on December 14, 2012, 11,768 shares on December 16, 2013, 11,768 shares on December 15, 2014, and 11,768 shares on December 14, 2015 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.
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(
7)
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Options were granted pursuant to the 1999 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1999 Plan.
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(
8)
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Options were granted pursuant to the 2003 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 2003 Plan.
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(
9)
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Options were granted pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan.
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(
10)
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Represents 20% vesting of a previous award of restricted stock pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan. The restricted stock vested and was distributed on December 15, 2011. The transaction represents a change in the form of beneficial ownership from indirect to direct.
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(
11)
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In accordance with a Rule 10b5-1 Sales Plan, shares were sold for taxes at vest.
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(
12)
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Represents value of restricted stock at time of vesting and is the value of services rendered by the Reporting Person to the Issuer.
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(
13)
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Options expired by their own terms without exercising.
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