Sec Form 4 Filing - AMBRA BART D @ Clifton Bancorp Inc. - 2014-11-25

Insider filing report for Changes in Beneficial Ownership
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
AMBRA BART D
2. Issuer Name and Ticker or Trading Symbol
Clifton Bancorp Inc. [ CSBK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP and COO of the Bank
(Last) (First) (Middle)
1433 VAN HOUTEN AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
11/25/2014
(Street)
CLIFTON, NJ07015
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 11/25/2014 M 47,804 A $ 10.46 83,739 D
Common Stock 11/25/2014 S( 1 ) 47,804 D $ 12.62 35,935 D
Common Stock 25,261 I By ESOP
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 Exe rcisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option $ 10.46 11/25/2014 M 47,804 08/31/2005( 2 ) 08/31/2015 Common Stock 47,804 $ 0 0 D
Non-Statutory Stock Option $ 10.46 08/31/2005( 3 ) 08/31/2015 Common Stock 69,295 69,295 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AMBRA BART D
1433 VAN HOUTEN AVENUE
CLIFTON, NJ07015
EVP and COO of the Bank
Signatures
/s/ Bart D'Ambra 11/25/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.60 to $12.68, inclusive. The reporting person undertakes to provide to Clifton Bancorp Inc., any security holder of Clifton Bancorp Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares at each separate price within the ranges set forth in this footnote.
( 2 )Incentive Stock Options granted pursuant to the Clifton Savings Bancorp, Inc. 2005 Equity Incentive Plan are fully vested and exercisable.
( 3 )Non-Statutory Stock Options granted pursuant to the Clifton Savings Bancorp, Inc. 2005 Equity Incentive Plan are fully vested and exercisable.

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).

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