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This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) is being filed with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Astoria Financial Corporation, a Delaware corporation (the “Issuer”), to amend the Schedule 13D filed on August 3, 2015 (as amended by this Amendment No. 2, the “Schedule 13D”).

Item 3.  Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is amended to reflect the following:

The BCM Funds and the managed accounts expended an aggregate of $51,269,620 (including commissions, if any) to acquire 3,777,484 of the 4,833,529 shares of Common Stock reported herein as beneficially owned by them.  In addition,1,056,045 of the shares of Common Stock held by BOP were acquired by it upon conversion of shares of the common stock of Long Island Bancorp (“LIB”) previously held by it in the merger of LIB with and into the Issuer (the “LIB Merger”).  The BCM Funds and the managed accounts effect purchases and hold securities primarily through margin accounts maintained for them with each of J.P. Morgan Securities LLC, Morgan Stanley & Co., Goldman Sachs & Co., BNP Paribas Prime Brokerage and Credit Suisse Securities (USA) LLC, which may extend margin credit to the Funds as and when required to open or carry positions in the margin accounts, subject to applicable Federal margin regulations, stock exchange rules and the firms’ credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.

The 75,873 shares of Common Stock held by GSLP were acquired by it upon conversion of shares of the common stock of LIB previously held by it in the LIB Merger.  Such shares are held in a margin account maintained for GSLP with BNP Paribas Prime Brokerage, which may extend margin credit to GSLP as and when required to open or carry positions in the margin account, subject to applicable Federal margin regulations, stock exchange rules and the firm’s credit policies.  In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account.

Item 5.  Interest in Securities of the Issuer.

Items 5(a), 5(b), 5(c) and 5(e) of the Schedule 13D are amended to reflect the following:

(a)            As of the date of this Schedule 13D, each of the Reporting Persons beneficially owns shares of Common Stock in such numbers as set forth on the cover pages of this Schedule 13D.  The total number of shares each of the Reporting Persons beneficially owns represents such percentages as set forth on the cover pages to this Schedule 13D of the Common Stock outstanding.  The percentages used in this Schedule 13D are calculated based upon the 100,786,299 shares of Common Stock outstanding as of October 30, 2015 as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015 and filed on November 6, 2015.

 

 

 

(b)            The Management Company, Matthew Lindenbaum and Bennett Lindenbaum share voting and dispositive power over the 4,833,529 shares of Common Stock held directly by the BCM Funds and the managed accounts.  Basswood Partners, the Management Company, Matthew Lindenbaum and Bennett Lindenbaum share voting and dispositive power over the 1,655,967 shares of Common Stock held directly by Basswood Financial Fund, LP, Basswood Opportunity Partners, LP and Basswood Financial Long Only Fund, LP.  Basswood Long Short GP, the Management Company, Matthew Lindenbaum and Bennett Lindenbaum share voting and dispositive power over the 1,356,894 shares of Common Stock held directly by Basswood Enhanced Long Short Fund, LP.  Matthew Lindenbaum and Bennett Lindenbaum share voting and dispositive power over the 75,873 shares of Common Stock held directly by the GSLP.

By virtue of the relationships among the Reporting Persons, as described in this Schedule 13D, the Reporting Persons may be deemed to be a “group” under the Federal securities laws. If the Reporting Persons were deemed to be such a “group,” such group would collectively beneficially own 4,909,402 shares or 4.87% of Common Stock.  Except as otherwise set forth in this Schedule 13D, (i) each Fund expressly disclaims voting and investment power with respect to the shares of Common Stock beneficially owned by each other Reporting Person, (ii) each of Basswood Partners and Basswood Long Short GP expressly disclaims voting and investment power with respect to the shares of Common Stock beneficially owned by each other Reporting Person, other than the shares of Common Stock held directly by the Fund or Funds for which each, respectively, serves as general partner, and (iii) the Management Company expressly disclaims voting and investment power with respect to the shares of Common Stock beneficially owned by GSLP, and the filing of this Statement shall not be construed as an admission, for the purposes of Sections 13(d) and 13(g) or under any provision of the Exchange Act or the rules promulgated thereunder or for any other purpose, that any such person is a beneficial owner of any shares as to which it disclaims voting and dispositive power.

(c)            Schedule I hereto sets forth all transactions with respect to the Common Stock effected by the Reporting Persons since November 2, 2015, inclusive of any transactions effected through 5:00 p.m., New York City time, on November 9, 2015.  All such transactions were effected in the open market, and per share prices include any commissions paid in connection with such transactions.

(e)            The Reporting Persons ceased to be the beneficial owners of more than 5% of the outstanding shares of Common Stock on November 9, 2015.

 

 

 

 

 

 

Dated: November 9, 2015	BASSWOOD CAPITAL MANAGEMENT, L.L.C.
	By:  /s/ Matthew Lindenbaum
		Name: Matthew Lindenbaum
		Title: Managing Member
Dated: November 9, 2015	BASSWOOD PARTNERS, L.L.C.
	By:  /s/ Matthew Lindenbaum
		Name: Matthew Lindenbaum
		Title: Managing Member
Dated: November 9, 2015	BASSWOOD ENHANCED LONG SHORT GP, LLC
	By:  /s/ Matthew Lindenbaum
		Name: Matthew Lindenbaum
		Title: Managing Member
Dated: November 9, 2015	BASSWOOD ENHANCED LONG SHORT FUND, LP
	By: Basswood Capital Management, L.L.C.
	By:  /s/ Matthew Lindenbaum
		Name: Matthew Lindenbaum
		Title: Managing Member
Dated: November 9, 2015	BASSWOOD FINANCIAL FUND, LP
	By: Basswood Capital Management, L.L.C.
	By:  /s/ Matthew Lindenbaum
		Name: Matthew Lindenbaum
		Title: Managing Member

Dated: November 9, 2015	BASSWOOD FINANCIAL LONG ONLY FUND, LP
	By: Basswood Capital Management, L.L.C.
	By:  /s/ Matthew Lindenbaum
		Name: Matthew Lindenbaum
		Title: Managing Member
Dated: November 9, 2015	BASSWOOD FINANCIAL FUND, INC.
	By: Basswood Capital Management, L.L.C.
	By:  /s/ Matthew Lindenbaum
		Name: Matthew Lindenbaum
		Title: Managing Member
Dated: November 9, 2015	BASSWOOD OPPORTUNITY PARTNERS, LP
	By: Basswood Capital Management, L.L.C.
	By:  /s/ Matthew Lindenbaum
		Name: Matthew Lindenbaum
		Title: Managing Member
Dated: November 9, 2015	BASSWOOD OPPORTUNITY FUND, INC.
	By: Basswood Capital Management, L.L.C.
	By:  /s/ Matthew Lindenbaum
		Name: Matthew Lindenbaum
		Title: Managing Member
Dated: November 9, 2015	BOULEVARD DIRECT MASTER, LTD.
	By: Basswood Capital Management, L.L.C.
	By:  /s/ Matthew Lindenbaum
		Name: Matthew Lindenbaum
		Title: Managing Member

Dated: November 9, 2015	BCM SELECT EQUITY I MASTER, LTD.
	By: Basswood Capital Management, L.L.C.
	By:  /s/ Matthew Lindenbaum
		Name: Matthew Lindenbaum
		Title: Managing Member
Dated: November 9, 2015	1994 GARDEN STATE, LP
	By:  /s/ Matthew Lindenbaum
		Name: Matthew Lindenbaum
		Title: General Partner
Dated: November 9, 2015	/s/ Matthew Lindenbaum
	Matthew Lindenbaum
Dated: November 9, 2015	/s/ Bennett Lindenbaum
	Bennett Lindenbaum