Sec Form 4 Filing - STERN RICKY @ ASTA FUNDING INC - 2017-02-23

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 STERN RICKY 2. Issuer Name and Ticker or Trading Symbol ASTA FUNDING INC [ ASFI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) C/O ASTA FUNDING, INC., 210 SYLVAN AVE. 3. Date of Earliest Transaction (MM/DD/YY) 02/23/2017 (Street) ENGLEWOOD CLIFFS, NJ07632 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, par value $.01 per share 02/23/2017 P 471,086 ( 1 ) A $ 10.35 714,364 I As Trustee and Beneficiary of Ricky Stern Family 2012 Trust Common Stock, par value $.01 per share 503,590 I As co-Trustee and Beneficiary of the Ricky Stern 2012 GST Trust Common Stock, par value $.01 per share 2,590 I As co-Trustee of the Emily Stern 2012 GST Trust ( 2 ) Common Stock, par value $.01 per share 243,278 I As Trustee for Emily Stern Family 2012 Trust ( 2 ) Common Stock, par value $.01 per share 862,000 I see footnote ( 3 ) Common Stock, par value $.01 per share 30,220 I Representing proportionate interest in shares held by Asta Group, Incorporated Common Stock, par value $.01 per share 268,142 D

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 STERN RICKY C/O ASTA FUNDING, INC. 210 SYLVAN AVE. ENGLEWOOD CLIFFS, NJ07632 X Senior Vice President Signatures /s/ Ricky Stern 02/27/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are to be acquired pursuant to a Securities Purchase Agreement dated as of January 6, 2017, by and among The Mangrove Partners Master Fund, Ltd., The Mangrove Partners Fund, L.P., Mangrove Partners Fund (Cayman), Ltd., Mangrove Partners, Mangrove Capital and Nathaniel August (collectively, the "Sellers") and Gary Stern (the "Purchaser"). The Purchaser has assigned his right and obligation to purchase the shares under such Securities Purchase Agreement to the Ricky Stern Family 2012 Trust. Securities acquired by the Ricky Stern Family 2012 Trust may be deemed beneficially owned by the Reporting Person because of his positions as trustee and beneficiary of the Ricky Stern Family 2012 Trust. The closing of the purchase of the shares is expected to occur on March 10, 2017. ( 2 )The Reporting Person may be deemed to have beneficial ownership of the shares held in such trust because of his position as Trustee of such trust and as an immediate family member of the beneficiary of such trust. The Reporting Person disclaims any beneficial ownership of the shares held by such trust in excess of the Reporting Person's beneficial ownership therein for purposes of Section 16. ( 3 )Shares held by GMS Family Investors, LLC may be deemed beneficially owned by the Reporting Person because of his position as sole manager of GMS Family Investors, LLC. The Reporting Person disclaims beneficial ownership of the shares held by GMS Family Investors, LLC in excess of his pecuniary interest therein for purposes of Section 16.

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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