SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Miller William E Jr

(Last)

(First)

(Middle)

1822 MARKET STREET

(Street)

CAMP HILL

17011

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STERLING FINANCIAL CORP /PA/ [ SFLI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/04/2008		D		35,881	D	⁽¹⁾	0	D
Common Stock	04/04/2008		D		2,573	D	⁽¹⁾	0	I	By spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options (Right to Buy)	$9.67	04/04/2008		D			316	12/15/1999	12/15/2008	Common	316	⁽²⁾	0	D
Employee Stock Options (Right to Buy)	$11.73	04/04/2008		D			348	04/27/2000	04/27/2009	Common	348	⁽²⁾	0	D
Employee Stock Options (Right to Buy)	$7.47	04/04/2008		D			909	04/25/2002	04/25/2011	Common	909	⁽²⁾	0	D
Employee Stock Options (Right to Buy)	$8.56	04/04/2008		D			2,573	04/25/2003	04/25/2012	Common	2,573	⁽²⁾	0	D
Employee Stock Options (Right to Buy)	$9.7	04/04/2008		D			326	04/24/2004	04/24/2013	Common	326	⁽²⁾	0	D
Employee Stock Options (Right to Buy)	$11.56	04/04/2008		D			1,028	01/15/2005	01/15/2014	Common	1,028	⁽²⁾	0	D

Explanation of Responses:

1. Shares disposed of pursuant to merger between Sterling Financial Corporation and The PNC Financial Services Group, Inc. pursuant to which each share of Sterling common stock was exchanged for either (a) 0.266641 shares of PNC common stock having a market value of $18.05 per share based on the average closing prices thereof for the five trading days ending on April 3, 2008, with fractional shares exchanged for cash, or (b) $18.05 in cash.

2. In the merger of Sterling and PNC, each outstanding option to purchase Sterling common stock was converted to an option to purchase PNC common stock on substantially the same terms, except that the number of options was adjusted by multiplying the number of Sterling options by 0.266641, the exercise price was adjusted by dividing the Sterling exercise price by 0.266641, and the options became immediately exercisable at the effective time of the merger and will remain exercisable until the expiration date of the options.

Remarks:

	/s/ William E. Miller, Jr. by Jean Svoboda, attorney in fact	04/08/2008
	** 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.