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

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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^*

Gallagher Dorothy R

(Last)

(First)

(Middle)

101 NORTH POINTE BLVD

(Street)

LANCASTER

17601

(City)

(State)

(Zip)

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

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

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

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		88	D	⁽¹⁾	0	D
Common Srock	04/04/2008		D		892	D	⁽¹⁾	0	I	by 401 K plan

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)	$14	04/04/2008		D			469	02/25/2004	02/25/2013	Common	469	⁽²⁾	0	D
Employee Stock Options (Right to Buy)	$18.98	04/04/2008		D			781	02/24/2005	02/24/2014	Common	781	⁽²⁾	0	D
Employee Stock Options (Right to Buy)	$20.94	04/04/2008		D			938	05/24/2006	05/24/2015	Common	938	⁽²⁾	0	D
Employee Stock Options (Right to Buy)	$20.75	04/04/2008		D			1,000	04/25/2007	04/25/2016	Common	1,000	⁽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/ Dorothy R. Gallagher 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).
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