Sec Form 4 Filing - Nazemetz Patricia M @ ASTORIA FINANCIAL CORP - 2017-02-10

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 Nazemetz Patricia M 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE ASTORIA BANK PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2017 (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 02/10/2017 S 3,000 D $ 18.5823 ( 1 ) 9,028 D Common Stock 2,391 I ( 2 ) RSA Common Stock 531 I ( 3 ) RSA Common Stock 2,988 I ( 4 ) RSA Common Stock 664 I ( 5 ) RSA Common Stock 3,577 I ( 6 ) RSA Common Stock 795 I ( 7 ) 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 Nazemetz Patricia M ONE ASTORIA BANK PLAZA LAKE SUCCESS, NYUS 11042 X Signatures Patricia M. Nazemetz by Deborah J. Dusel, attorney-in-fact 02/10/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was executed in multiple trades at prices ranging from $18.5301 to $18.65. 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. ( 2 )Represents award of restricted stock dated January 30, 2017 pursuant to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan, or the 2007 Plan. The restricted stock will vest on January 30, 2020 or, if earlier, upon the death, Disability, Mandatory Retirement, Change in Control or Involuntary Termination, all as specified in the 2007 Plan. ( 3 )Represents discretionary grant on January 30, 2017 of restricted stock pursuant to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan, or the 2007 Plan. The restricted stock will vest and be distributed effective January 30, 2020 or earlier upon the death, disability or Mandatory Retirement, on a Change in Control, or Involuntary Termination, all as specified in the 2007 Plan. ( 4 )Represents award of restricted stock dated February 1, 2016 pursuant to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan, or the 2007 Plan. The restricted stock will vest on February 1, 2019 or, if earlier, upon the death, Disability, Mandatory Retirement, Change in Control or Involuntary Termination, all as specified in the 2007 Plan. ( 5 )Represents discretionary grant on February 1, 2016 of restricted stock pursuant to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan, or the 2007 Plan. The restricted stock will vest and be distributed effective February 1, 2019 or earlier upon the death, disability or Mandatory Retirement, on a Change in Control, or Involuntary Termination, all as specified in the 2007 Plan. ( 6 )Represents award of restricted stock dated February 2, 2015 pursuant to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan, or the 2007 Plan. The restricted stock will vest on February 2, 2018 or, if earlier, upon the death, Disability, Mandatory Retirement, Change in Control or Involuntary Termination, all as specified in the 2007 Plan. ( 7 )Represents discretionary grant on February 2, 2015 of restricted stock pursuant to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan, or the 2007 Plan. The restricted stock will vest and be distributed effective February 2, 2018 or earlier upon the death, disability or Mandatory Retirement, on a Change in Control, or Involuntary Termination, all as specified in the 2007 Plan.

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, 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 Patricia M. Nazemetz

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