Sec Form 4 Filing - REDMAN MONTE N @ ASTORIA FINANCIAL CORP - 2013-04-24

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 REDMAN MONTE N 2. Issuer Name and Ticker or Trading Symbol ASTORIA FINANCIAL CORP [ AF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) ONE ASTORIA FEDERAL PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 04/24/2013 (Street) LAKE SUCCESS, NYUS 11042 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 9,229.35 I ( 1 ) Spouse Common Stock 55,733.74 I ( 2 ) ESOP Common Stock 30,256.75 I ( 3 ) 401k Common Stock 34,190 I ( 4 ) RSA Common Stock 47,876 I ( 5 ) RSA Common Stock 59,064 I ( 6 ) RSA Common Stock 65,000 I ( 7 ) ( 8 ) RSA Common Stock 64,740 I ( 9 ) RSA Common Stock 04/24/2013 S 12,904 D $ 9.6851 ( 12 ) 554,339.9 D ( 11 ) Common Stock 04/25/2013 S 7,096 D $ 9.7294 ( 13 ) 547,243.9 D ( 11 )

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 Exercisable Expiration Date Title Amount or Number of Shares Non-Statutory Stock Option ( 10 ) $ 24.4 12/22/2005 12/16/2013 Common Stock 4,098 4,098 D Non-Statutory Stock Option ( 10 ) $ 24.4 12/22/2005 12/16/2013 Common Stock 126,402 126,402 D Non-Statutory Stock Option ( 10 ) $ 26.6267 12/22/2005 12/14/2014 Common Stock 3,754 3,754 D Non-Statutory Stock Option ( 10 ) $ 26.6267 12/22/2005 12/14/2014 Common Stock 176,246 176,246 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other REDMAN MONTE N ONE ASTORIA FEDERAL PLAZA LAKE SUCCESS, NYUS 11042 X President and CEO Signatures Monte N. Redman 04/26/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Represents shares allocated to Mr. Redman's account under the Astoria Federal Savings and Loan Association Employee Stock Ownership Plan ("ESOP") as of March 31, 2013 and held in the ESOP Trust. ( 3 )Represents shares held in the Employer Stock Fund of Astoria Incentive Savings Plan ("401(k) Plan") for the account of Mr. Redman as of March 31, 2013. Shares are held in the 401(k) Plan Trust. ( 4 )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: 34,190 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. ( 5 )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: 23,938 shares on December 16, 2013 and 23,938 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 terminatio n of employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein. ( 6 )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: 19,688 shares on December 16, 2013, 19,688 shares on December 15, 2014, and 19,688 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. ( 7 )Represents award of performance-based Restricted Stock effective July 1, 2011 pursuant to the 2005 Re-Designated, Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation. Both the vesting and performance period of the grant is five years. ( 8 )The shares include voting rights. Dividends, if any, with respect to such shares will be accumulated and be subject to the same vesting and performance criteria as the shares themselves. The shares and related dividends will vest if the performance target is reached at the conclusion of the performance period, or earlier upon a Change of Control, as defined in the Plan. In the event Mr. Redman otherwise becomes entitled to severance benefits beyond Standard Termination Entitlements pursuant to the terms of his employment agreements with the Company and the Association or if he dies or become disabled prior to vesting, the award will remain outstanding subject to the performance and vesting conditions referenced above, unless otherwise settled by the Corporation and Association pursuant to the terms of such employment agreements. ( 9 )Represents award of restricted stock dated January 28, 2013 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: 21,580 shares on December 16, 2013, 21,580 shares on December 15, 2014, and 21,580 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. ( 10 )Options were granted pursuant to the 2003 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 2003 Plan. ( 11 )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. ( 12 )This transaction was executed in multiple trades at prices ranging from $9.6737 to $9.7017. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes toprovide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. ( 13 )This transaction was executed in multiple trades at prices ranging from $9.7200 to $9.7500. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

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