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Sec Form 4 Filing - Callari Josie @ ASTORIA FINANCIAL CORP - 2016-12-14

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Callari Josie
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)
12/14/2016
(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 12/14/2016 J 7,770 D $ 0 15,540 I ( 1 ) ( 2 ) RSA Vest
Common Stock 12/14/2016 F 2,873 D $ 0 0 D ( 3 )
Common Stock 12/14/2016 J 4,897 A $ 17.565 ( 4 ) 129,845.37 D ( 1 ) ( 5 )
Common Stock 3,660 I ( 6 ) RSA
Common Stock 61,294.14 I ( 7 ) 401(k)
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
Callari Josie
ONE ASTORIA BANK PLAZA
LAKE SUCCESS, NYUS 11042
Executive Vice President
Signatures
Josie Callari by Deborah J. Dusel, attorney-in-fact 12/15/2016
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents one-third vesting of a previous award of restricted stock pursuant to the 2014 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2014 Plan. The restricted stock vested and was distributed on December 14, 2016. The transaction represents a change in the form of beneficial ownership from indirect to direct.
( 2 )Represents award of restricted stock dated February 1, 2016 pursuant to the 2014 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2014 Plan). The shares of restricted stock will vest as follows: 7,770 shares on December 14, 2017 and 7,770 shares on December 14, 2018 or if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2014 Plan) or pursuant to the terms of her employment agreements with the Company and Astoria Bank (the Bank) upon her termination of employment by the Company or the Bank prior to the end of the term of such employment agreements without Cause, as defined therein.
( 3 )Shares were withheld for taxes at vest.
( 4 )Represents value of restricted stock at time of vesting and is the value of services rendered by the Reporting Person to the Issuer.
( 5 )Includes shares acquired pursuant to the Astoria Financial Corporation Automatic Dividend Reinvestment Stock Purchase Plan which are exempt from the operation of Section 16 of the Securities Exchange Act of 1934 and are beneficially owned directly by Mrs. Callari and son (Francesco).
( 6 )Represents award of restricted stock dated April 27, 2015 pursuant to the 2014 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2014 Plan). The shares of restricted stock will vest as follows: 3,660 shares on December 14, 2017 or if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2014 Plan) or pursuant to the terms of her employment agreements with the Company and Astoria Bank (the Bank) upon her termination of employment by the Company or the Bank prior to the end of the term of such employment agreements without Cause, as defined therein.
( 7 )Represents shares held in the Employer Stock Fund of the Astoria Bank 401(k) Plan for the account of Mrs. Callari as of October 28, 2016. Shares are held in the 401(k) Plan Trust.

Remarks:
POWER OF ATTORNEYI 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 themacting as agent and attorney-in-fact, with full power ofsubstitution, 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 subsequentdisability or incompetence.Date: August 24, 2016Josie A. Callari

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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