- Statement of Changes in Beneficial Ownership (4)
January 12 2012 - 5:24PM
Edgar (US Regulatory)
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FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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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
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1. Name and Address of Reporting Person
*
Edwards Brian T
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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)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive Vice President
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(Last)
(First)
(Middle)
ONE ASTORIA FEDERAL PLAZA
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/9/2012
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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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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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20797.95
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I
(1)
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ESOP
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Common Stock
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4579.18
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I
(2)
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401(k)
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Common Stock
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9400
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I
(3)
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RSA
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Common Stock
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8548
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I
(4)
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RSA
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Common Stock
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8538
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I
(5)
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RSA
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Common Stock
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8408
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I
(6)
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RSA
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Common Stock
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1/9/2012
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J
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7500
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D
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$
0
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0
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I
(10)
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RSA Vest
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Common Stock
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1/10/2012
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F
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600
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D
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$9.27
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0
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D
(11)
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Common Stock
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1/10/2012
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F
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800
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D
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$9.275
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0
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D
(11)
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Common Stock
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1/10/2012
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F
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100
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D
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$9.28
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0
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D
(11)
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Common Stock
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1/10/2012
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F
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900
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D
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$9.285
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0
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D
(11)
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Common Stock
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1/10/2012
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F
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300
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D
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$9.30
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0
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D
(11)
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Common Stock
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1/10/2012
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F
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100
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D
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$9.305
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0
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D
(11)
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Common Stock
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1/10/2012
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F
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187
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D
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$9.4301
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0
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D
(11)
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Common Stock
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1/9/2012
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J
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4513
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A
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$9.1875
(12)
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20342
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D
(10)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Incentive Stock Option
(7)
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$18
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1/10/2006
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12/17/2012
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Common Stock
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5554
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5554
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D
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Non-Statutory Stock Option
(7)
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$18
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1/10/2006
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12/17/2012
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Common Stock
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40946
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40946
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D
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Non-Statutory Stock Option
(8)
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$24.40
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12/22/2005
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12/16/2013
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Common Stock
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4098
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4098
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D
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Non-Statutory Stock Option
(8)
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$24.40
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12/22/2005
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12/16/2013
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Common Stock
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30252
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30252
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D
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Non-Statutory Stock Option
(8)
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$26.6267
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12/22/2005
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12/14/2014
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Common Stock
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3754
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3754
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D
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Non-Statutory Stock Option
(8)
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$26.6267
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12/22/2005
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12/14/2014
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Common Stock
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41696
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41696
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D
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Non-Statutory Stock Option
(9)
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$29.02
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1/9/2009
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12/20/2012
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Common Stock
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28300
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28300
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D
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Explanation of Responses:
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(
1)
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Represents shares allocated to Mr. Edward's account under the Astoria Federal Savings and Loan Association Employee Stock Ownership Plan ("ESOP") as of December 31, 2011 and held in the ESOP Trust.
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(
2)
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Represents shares held in the Employer Stock Fund of the Astoria Incentive Savings Plan ("401(k) Plan") for the account of Mr. Edwards as of December 31, 2011. Shares are held in the 401(k) Plan Trust.
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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: 4,274 shares on December 17, 2012 and 4,274 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: 2,846 shares on December 14, 2012, 2,846 shares on December 16, 2013 and 2,846 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: 2,102 shares on December 14, 2012, 2,102 shares on December 16, 2013 , 2,102 shares on December 15, 2014, and 2,102 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 100% 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 1/9/2012. 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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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Edwards Brian T
ONE ASTORIA FEDERAL PLAZA
LAKE SUCCESS, NY US 11042
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Executive Vice President
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Signatures
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Brian T. Edwards
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1/12/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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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