Sec Form 4 Filing - REDMAN MONTE N @ ASTORIA FINANCIAL CORP - 2015-12-14

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 BANK PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2015 (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 12/14/2015 J 19,688 D $ 0 0 I ( 1 ) RSA Vest Common Stock 12/14/2015 F 8,772 D $ 0 0 D ( 2 ) Common Stock 12/14/2015 J 10,916 A $ 15.855 ( 3 ) 666,988.45 D ( 1 ) ( 4 ) Common Stock 12/14/2015 J 21,580 D $ 0 0 I ( 5 ) RSA Vest Common Stock 12/14/2015 F 7,979 D $ 0 0 D ( 2 ) Common Stock 12/14/2015 J 13,601 A $ 15.855 ( 3 ) 680,589.45 D ( 4 ) ( 5 ) Common Stock 12/14/2015 J 17,750 D $ 0 17,750 I ( 5 ) ( 6 ) RSA Vest Common Stock 12/14/2015 F 9,154 D $ 0 0 D ( 2 ) Common Stock 12/14/2015 J 8,596 A $ 15.855 ( 3 ) 689,185.45 D ( 4 ) ( 5 ) Common Stock 12/14/2015 J 17,140 D $ 0 34,280 I ( 7 ) ( 8 ) RSA Vest Common Stock 12/14/2015 F 8,840 D $ 0 0 D ( 2 ) Common Stock 12/14/2015 J 8,300 A $ 15.855 ( 3 ) 697,485.45 D ( 4 ) ( 8 ) Common Stock 9,540.41 I ( 9 ) Spouse Common Stock 92,081.23 I ( 10 ) 401(k) Common Stock 65,000 I ( 11 ) ( 12 ) RSA

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other REDMAN MONTE N ONE ASTORIA BANK PLAZA LAKE SUCCESS, NYUS 11042 X President and CEO Signatures Monte N. Redman by Yvonne Schade, attorney-in-fact 12/16/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 20% 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 14, 2015. The transaction represents a change in the form of beneficial ownership from indirect to direct. ( 10 )Represents shares held in the Employer Stock Fund of the Astoria Bank 401(k) Plan for the account of Mr. Redman as of September 30, 2015. Shares are held in the 401(k) Plan Trust. ( 11 )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. ( 12 )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 Bank 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 Bank pursuant to the terms of such employment agreements. ( 2 )Shares were withheld for taxes at vest. ( 3 )Represents value of restricted stock at time of vesting and is the value of services rendered by the Reporting Person to the Issuer. ( 4 )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. ( 5 )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 14, 2015. The transaction represents a change in the form of beneficial ownership from indirect to direct. ( 6 )Represents award of restricted stock dated February 3, 2014 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: 17,750 shares on December 14, 2016 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 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. ( 7 )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: 17,140 shares on December 14, 2016, and 17,140 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. ( 8 )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 14, 2015. The transaction represents a change in the form of beneficial ownership from indirect to direct. ( 9 )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.

Remarks: POWER OF ATTORNEY I hereby authorize and designate 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 AstoriaFinancial Corporation's common stock or other securities are listed, as required by law; (2) prepare and sign on my behalf any Form 144pursuant 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 asI am an affiliate of Astoria Financial Corporation, and shallnot be affected by my subsequent disability or incompetence.Date: August 26, 2015 Monte N. Redman

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