Sec Form 4 Filing - KAHN THOMAS G @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person KAHN THOMAS G 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 J( 1 )( 2 ) 126 A $ 0 44,774 D Common Stock 10/02/2017 J( 1 )( 3 ) 9,786 A $ 0 896,842 I Kahn Bros. Group, Inc. Dis.Adv.Accts. Common Stock 18,055 I By Custodian for Children Common Stock 17,363 I Discretionary Customer Account Common Stock 3,539 I Trust Ackerman Institute Common Stock 108,926 I Trust Kahn Bros. Pension Plan Common Stock 41,466 I Trust Kahn Bros. Profit Sharing Plan Common Stock 50,266 I Trust Kahn Bros. Value Fund Common Stock 3,333 I Trust M&T Kahn Foundation Common Stock 31,555 I By IRA Common Stock 1,000 I By IRA for 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 KAHN THOMAS G 400 RELLA BOULEVARD MONTEBELLO, NY10901 X Signatures Thomas G. Kahn 10/05/2017 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, 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"). On the Effective Time, 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 144 shares of Astoria stock pursuant to Astoria's merger with and into Sterling. ( 3 )Represents the exchange of 11,185 shares of Astoria common stock held in the Discretionary Account into shares of Sterling common pursuant to Astoria's merger with and into Sterling. The reporting person is hereby relying on the view the SEC's staff has expressed with regard to Rule 16b-3 exempting an officer's or director's indirect interest in a transaction between the issuer and an entity in which the beneficial ownership of the portfolio securities is reportable by the officer or director.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.