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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
STERLING BANCORP [ STL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/02/2017 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 10/02/2017 | J(1)(2) | 126 | A | $0.00 | 44,774 | D | |||
Common Stock | 10/02/2017 | J(1)(3) | 9,786 | A | $0.00 | 896,842 | I | Kahn Bros. Group, Inc. Dis.Adv.Accts. | ||
Common Stock | 18,055 | I | By Custodian for Children | |||||||
Common Stock | 17,363 | I | Discretionary Customer Account | |||||||
Common Stock | 3,539 | I | Trust Ackerman Institute | |||||||
Common Stock | 108,926 | I | Trust Kahn Bros. Pension Plan | |||||||
Common Stock | 41,466 | I | Trust Kahn Bros. Profit Sharing Plan | |||||||
Common Stock | 50,266 | I | Trust Kahn Bros. Value Fund | |||||||
Common Stock | 3,333 | I | Trust M&T Kahn Foundation | |||||||
Common Stock | 31,555 | I | By IRA | |||||||
Common Stock | 1,000 | I | By IRA for Spouse |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. Received pursuant to the merger agreement between Sterling Bancorp ("Sterling") and Astoria Financial Corporation ("Astoria"), dated March 6, 2017 (the "Merger Agreement"), pursuant to which Astoria was merged with and into Sterling on October 2, 2017 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, each issued and outstanding share of Astoria's common stock 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"). On the Effective Time, the closing price of Astoria's common stock was $21.50 per share and the closing price of Sterling's common stock was $24.85 per share. |
2. Received in exchange for 144 shares of Astoria stock pursuant to Astoria's merger with and into Sterling. |
3. Represents the exchange of 11,185 shares of Astoria common stock held in the Discretionary Account into shares of Sterling common pursuant to Astoria's merger with and into Sterling. The reporting person is hereby relying on the view the SEC's staff has expressed with regard to Rule 16b-3 exempting an officer's or director's indirect interest in a transaction between the issuer and an entity in which the beneficial ownership of the portfolio securities is reportable by the officer or director. |
Remarks: |
Thomas G. Kahn | 10/05/2017 | |
** 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. |