SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MARTZ FRANK D
(Last) (First) (Middle)
516 RHODE ISLAND AVENUE
(Street)
ELLWOOD CITY PA 16117
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ESB FINANCIAL CORP [ ESBF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Group Sr VP of Operations
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2012
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 07/30/2012 G V 1,500 D $0 121,302(1) D
Common Stock 10,384.5654(3) I 401(k) Plan
Common Stock 2,839.1118(4) I 401(k) Plan (by Wife)
Common Stock 13,500 D
Common Stock 67,087.934 I ESOP
Common Stock 21,873.8566 I ESOP (by Wife)
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Stock Option $9.03 11/19/2002 11/19/2012 Common Stock 5,760 5,760 D
Stock Option $9.03 11/19/2002 11/19/2012 Common Stock 1,080 1,080 I by wife
Stock Option $12.8 11/18/2003 11/18/2013 Common Stock 4,800 4,800 D
Stock Option $12.8 11/18/2003 11/18/2013 Common Stock 900 900 I by wife
Stock Option $12.09 11/16/2004 11/16/2014 Common Stock 4,800 4,800 D
Stock Option $12.09 11/16/2004 11/16/2014 Common Stock 900 900 I by wife
Stock Option $10.17 04/19/2005 04/19/2015 Common Stock 4,800 4,800 D
Stock Option $10.17 04/19/2005 04/19/2015 Common Stock 900 900 I by wife
Stock Option $8.96 11/21/2006 11/21/2016 Common Stock 4,800 4,800 D
Stock Option $8.96 11/21/2006 11/21/2016 Common Stock 900 900 I by wife
Stock Option $8.43 11/20/2007 11/20/2017 Common Stock 4,800 4,800 D
Stock Option $8.43 11/20/2007 11/20/2017 Common Stock 900 900 I by wife
Stock Option $8.59 11/18/2008 11/18/2018 Common Stock 4,800 4,800 D
Stock Option $8.59 11/18/2008 11/18/2018 Common Stock 900 900 I by wife
Stock Option $9.62 11/17/2009 11/17/2019 Common Stock 6,600 6,600 D
Stock Option $9.62 11/17/2009 11/17/2019 Common Stock 1,200 1,200 I by wife
Stock Option $12.42 11/16/2010 11/16/2020 Common Stock 6,600 6,600 D
Stock Option $12.42 11/16/2010 11/16/2020 Common Stock 1,200 1,200 I by wife
Stock Option $13.19 11/15/2011(2) 11/15/2021 Common Stock 5,500 5,500 D
Stock Option $13.19 11/15/2011(2) 11/15/2021 Common Stock 1,000 1,000 I by wife
Explanation of Responses:
1. Husband and Wife
2. 20% of such grant will vest immediately and 20% will vest each year over the next 4 years.
3. Between 04/01/12 and 06/30/12 the reporting person acquired 209.89647 shares of ESB common stock under the ESB Financial Corporation 401(k) Plan.
4. Between 04/01/12 and 06/30/12 the reporting person's wife acquired 57.351354 shares of ESB common stock under the ESB Financial Corporation 401(k) Plan.
Remarks:
Frank D. Martz 08/03/2012
** Signature of Reporting Person Date
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.