Sec Form 4 Filing - REDMAN MONTE N @ STERLING BANCORP - 2017-10-02

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 STERLING BANCORP [ STL] 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) 400 RELLA BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 10/02/2017 (Street) MONTEBELLO, NY10901 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 10/02/2017 A 593,076.64 ( 1 ) ( 2 ) A $ 0 593,076.64 D Common Stock 10/02/2017 A 82,143.14 ( 1 ) ( 3 ) A $ 0 82,143.14 I By 401K Plan Common Stock 10/02/2017 A 8,490.58 ( 1 ) ( 4 ) A $ 0 8,490.58 I By Spouse

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 400 RELLA BOULEVARD MONTEBELLO, NY10901 X Signatures Monte N. Redman 10/04/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received pursuant to the merger agreement between Sterling Bancorp("Sterling") and Astoria Financial Corporation("Astoria"), dated March 6, 2017 (the "Merger Agreement"), pursuant to which Astoria was merged with and into Sterling on October 2, 2017 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, (i)each issued and outstanding share of Astoria's common stock converted into the right to receive 0.875 of a share of Sterling common stock and cash in lieu of fractional shares (the "Merger Consideration"), and (ii)each outstanding restricted stock award and restricted stock unit award fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of Astoria's common stock underlying such award, less applicable tax withholdings. On the Effective Date, the closing price of Astoria's common stock was $21.50 per share and the closing price of Sterling's common stock was $24.85 per share. ( 2 )Received in exchange for 677,801.87 shares of Astoria common stock pursuant to Astoria's merger with and into Sterling. ( 3 )Received in exchange for 93,877.87 shares of Astoria common stock pursuant to Astoria's merger with and into Sterling. ( 4 )Received in exchange for 9,703.52 shares of Astoria common stock pursuant to Astoria's merger with and into Sterling.

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).

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