Sec Form 4 Filing - Gutauskas Matthew J @ ASTORIA FINANCIAL CORP - 2014-07-10

Insider filing report for Changes in Beneficial Ownership
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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
Gutauskas Matthew J
2. Issuer Name and Ticker or Trading Symbol
ASTORIA FINANCIAL CORP [ AF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
ONE ASTORIA BANK PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
07/10/2014
(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 7,298.33 I ( 1 ) 401(k)
Common Stock 4,740 I ( 2 ) RSA
Common Stock 12,630 I ( 3 ) RSA
Common Stock 07/10/2014 J 7,500 D $ 0 12,500 I ( 4 ) ( 5 ) RSA Vest
Common Stock 07/11/2014 S 2,823 D $ 13.1 ( 8 ) 0 D ( 6 )
Common Stock 07/10/2014 J 4,677 A $ 13.33 ( 7 ) 11,821 D ( 5 )
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
Gutauskas Matthew J
ONE ASTORIA BANK PLAZA
LAKE SUCCESS, NYUS 11042
Executive Vice President
Signatures
Matthew J. Gutauskas by Yvonne Schade, Attorney-in-fact 07/11/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares held in the Employer Stock Fund of Astoria Incentive Savings Plan ("401(k) Plan") for the account of Mr. Gutauskas as of June 30, 2014. Shares are held in the 401(k) Plan Trust.
( 2 )Represents award of restricted stock dated January 28, 2013 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: 2,370 shares on December 15, 2014, and 2,370 shares on December 14, 2015 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 Federal Savings and Loan Association (the Association), upon his termination of employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.
( 3 )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: 4,210 shares on December 15, 2014, 4,210 shares on December 14, 2015, and 4,210 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 Federal Savings and Loan Association (the Association), upon his termination of employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.
( 4 )Represents award of restricted stock dated July 11, 2012 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: 12,500 shares on July 10, 2015 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 Federal Savings and Loan Association (the Association), upon his termination of employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.
( 5 )Represents 30% 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 July 10, 2014. The transaction represents a change in the form of beneficial ownership from indirect to direct.
( 6 )In accordance with a Rule 10b5-1 Sales Plan, shares were sold for taxes at vest.
( 7 )Represents value of restricted stock at time of vesting and is the value of services rendered by the Reporting Person to the Issuer.
( 8 )This transaction was executed in multiple trades at prices ranging from $13.07 to $13.16. 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.

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