Statement of Changes in Beneficial Ownership (4)
October 03 2017 - 10:08AM
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
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REDMAN MONTE N
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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)
Former President and CEO
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(Last)
(First)
(Middle)
ONE ASTORIA BANK PLAZA
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/2/2017
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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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10/2/2017
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D
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51600.00
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D
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(1)
(2)
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0.00
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I
(3)
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RSU
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Common Stock
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10/2/2017
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D
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17140.00
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D
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(1)
(2)
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0.00
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I
(4)
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RSA
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Common Stock
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10/2/2017
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D
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43840.00
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D
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(1)
(2)
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0.00
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I
(5)
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RSA
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Common Stock
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10/2/2017
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D
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49950.00
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D
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(1)
(2)
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0.00
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I
(6)
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RSA
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Common Stock
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10/2/2017
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D
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515271.87
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D
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(1)
(2)
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0.00
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D
(7)
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Common Stock
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10/2/2017
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D
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93877.87
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D
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(1)
(2)
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0.00
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I
(8)
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401(k)
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Common Stock
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10/2/2017
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D
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9703.52
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D
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(1)
(2)
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0.00
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I
(9)
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Spouse
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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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Explanation of Responses:
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(1)
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Disposed of pursuant to the merger agreement between the Issuer and Sterling Bancorp ("Sterling"), dated March 6, 2017 (the "Merger Agreement"), pursuant to which the Issuer was merged with and into Sterling on October 2, 2017 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, (i) each issued and outstanding share of the Issuer's common stock was converted into the right to receive 0.875 of a share of Sterling common stock and cash in lieu of fractional shares (the "Merger Consideration"), and (ii) each outstanding restricted stock award and restricted stock unit award fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of the Issuer's common stock underlying such award, less applicable tax withholdings.
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(2)
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As of the Effective Time, the Sterling common stock had a market value of $24.85 per share. As a result of the merger, the Reporting Person no longer beneficially owns directly or indirectly any shares of the Issuer's common stock.
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(3)
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Represents award of restricted stock units dated April 27, 2015 pursuant to the 2014 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the "2014 Plan").
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(4)
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Represents award of restricted stock dated April 27, 2015 pursuant to the 2014 Plan.
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(5)
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Represents award of restricted stock dated February 1, 2016 pursuant to the 2014 Plan.
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(6)
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Represents award of restricted stock dated March 22, 2017 pursuant to the 2014 Plan.
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(7)
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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. Redman.
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(8)
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Represents shares held in the Employer Stock Fund of the Astoria Bank 401(k) Plan for the account of the Reporting Person as of October 2, 2017.
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(9)
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Includes shares acquired pursuant to the Astoria Financial Corporation Dividend Reinvestment Stock Purchase Plan which are exempt from the operation of Section 16 of the Securities Exchange Act of 1934 that are held by Mr. Redman's spouse.
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Remarks:
POWER OF ATTORNEY
I hereby authorize and designate Alan P. Eggleston,
David J. DeBaun, Michele M. Weber, Theodore S. Ayvas,
Frank E. Fusco, Yvonne Schade, Javier Evans, and
Deborah J. Dusel, 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 not be affected by my subsequent
disability or incompetence.
Date: August 24, 2016
Monte N. Redman
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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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REDMAN MONTE N
ONE ASTORIA BANK PLAZA
LAKE SUCCESS, NY US 11042
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X
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Former President and CEO
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Signatures
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Monte N. Redman by Deborah J. Dusel, attorney-in-fact
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10/3/2017
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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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