Sec Form 4 Filing - Donlon Hugh J @ ASTORIA FINANCIAL CORP - 2017-10-02

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.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change 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 *
Donlon Hugh 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)
Former Sr EVP and CLO
(Last)
(First)
(Middle)
ONE ASTORIA BANK PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
10/02/2017
(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 10/02/2017 D 16,400 D 0 I ( 3 ) RSU
Common Stock 10/02/2017 D 28,387 D 0 I ( 4 ) RSA
Common Stock 10/02/2017 D 5,460 D 0 I ( 5 ) RSA
Common Stock 10/02/2017 D 10,200 D 0 I ( 6 ) RSA
Common Stock 10/02/2017 D 24,360 D 0 I ( 7 ) RSA
Common Stock 10/02/2017 D 3,214 D 0 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
Donlon Hugh J
ONE ASTORIA BANK PLAZA
LAKE SUCCESS, NYUS 11042
Former Sr EVP and CLO
Signatures
Hugh J. Donlon by Deborah J. Dusel, attorney-in-fact 10/03/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to the merger agreement between the Issuer and Sterling Bancorp ("Sterling"), dated March 6, 2017 (the "Merger Agreement"), pursuant to which the Issuer 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 the Issuer's common stock was 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 the Issuer's common stock underlying such award, less applicable tax withholdings.
( 2 )As of the Effective Time, the Sterling common stock had a market value of $24.85 per share. As a result of the merger, the Reporting Person no longer beneficially owns directly or indirectly any shares of the Issuer's common stock.
( 3 )Represents award of restricted stock units dated April 27, 2015 pursuant to the 2014 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the "2014 Plan").
( 4 )Represents award of restricted stock dated October 15, 2014 pursuant to the 2014 Plan.
( 5 )Represents award of restricted stock dated April 27, 2015 pursuant to the 2014 Plan.
( 6 )Represents award of restricted stock dated February 1, 2016 pursuant to the 2014 Plan.
( 7 )Represents award of restricted stock dated March 22, 2017 pursuant to the 2014 Plan.

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, 2016Hugh J. Donlon

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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