Statement of Changes in Beneficial Ownership (4)
December 28 2015 - 5:33PM
Edgar (US Regulatory)
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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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Sipola Stephen J
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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 BANK PLAZA
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/23/2015
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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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12/23/2015
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M
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17600.00
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A
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$15.95
(1)
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46184.00
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D
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Common Stock
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12/23/2015
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F
(2)
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6507.00
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D
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$15.95
(1)
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39677.00
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D
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Common Stock
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12/23/2015
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J
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4630.00
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D
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$0.00
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0.00
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I
(3)
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RSA Vest
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Common Stock
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12/23/2015
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F
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1712.00
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D
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$0.00
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0.00
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D
(4)
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Common Stock
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12/23/2015
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J
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2918.00
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A
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$15.95
(1)
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42595.00
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D
(3)
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Common Stock
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12/23/2015
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J
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4060.00
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D
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$0.00
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4060.00
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I
(5)
(6)
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RSA Vest
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Common Stock
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12/23/2015
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F
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1501.00
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D
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$0.00
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0.00
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D
(4)
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Common Stock
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12/23/2015
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J
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2559.00
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A
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$15.95
(1)
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45154.00
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D
(5)
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Common Stock
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8053.48
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I
(7)
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401(k)
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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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Restricted Stock Unit
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$0.00
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12/23/2015
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M
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17600.00
(8)
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12/23/2015
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12/30/2015
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Common Stock
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17600.00
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$0.00
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17600.00
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D
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Explanation of Responses:
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(
1)
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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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(
2)
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Surrender to Astoria Financial Corporation to cover the minimum statutory tax withholding obligations occasioned by the vesting of Restricted Stock Units.
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(
3)
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Represents one-third 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 23, 2015. The transaction represents a change in the form of beneficial ownership from indirect to direct.
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(
4)
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Shares were withheld for taxes at vest.
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(
5)
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Represents one-third vesting of a previous award of restricted stock pursuant to the 2014 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2014 Plan. The restricted stock vested and was distributed on December 23, 2015. The transaction represents a change in the form of beneficial ownership from indirect to direct.
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(
6)
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Represents award of restricted stock dated April 27, 2015 pursuant to the 2014 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2014 Plan). The shares of restricted stock will vest as follows: 4,060 shares on December 14, 2017 or if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2014 Plan) or pursuant to the terms of his employment agreements with the Company and Astoria Bank (the Bank) upon his termination of employment by the Company or the Bank 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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Represents shares held in the Employer Stock Fund of the Astoria Bank 401(k) Plan for the account of Mr. Sipola as of September 30, 2015. Shares are held in the 401(k) Plan Trust.
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(
8)
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Vesting of Restricted Stock Units granted on January 28, 2013 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan).
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Remarks:
POWER OF ATTORNEY I hereby authorize and designate Monte N. Redman, Alan P. Eggleston, David J. DeBaun, Michele M. Weber, Theodore S. Ayvas, Frank E. Fusco, and Yvonne Schade, or any one of them acting as agent and attorney-in-fact, with full power of substitution, to: (1) prepare and sign on my behalf any Form 3, Form 4 or Form 5 pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, and file the same with the Securities Exchange Commission, NYSE, and each stock exchange on which Astoria Financial Corporation's common stock or other securities are listed, as required by law; (2) prepare and sign on my behalf any Form 144 pursuant to the Securities Act of 1933, as amended, and file the same with the Securities Exchange Commission, NYSE, and each stock exchange on which Astoria Financial Corporation's common stock or other securities are listed, as required by law; and (3) do anything else necessary or proper in connection with the foregoing. This Power of Attorney shall remain in effect as long as I am an affiliate of Astoria Financial Corporation, and shall not be affected by my subsequent disability or incompetence. Date: August 26, 2015 Stephen J. Sipola
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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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Sipola Stephen J
ONE ASTORIA BANK PLAZA
LAKE SUCCESS, NY US 11042
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Executive Vice President
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Signatures
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Stephen J. Sipola by Yvonne Schade, Attorney-in-fact
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12/28/2015
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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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