SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Callari Josie (Last) (First) (Middle) ONE ASTORIA FEDERAL PLAZA (Street) LAKE SUCCESS NY US 11042 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2012	3. Issuer Name and Ticker or Trading Symbol ASTORIA FINANCIAL CORP [ AF ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	90,745.14	D(1)
Common Stock	38,698.24	I(2)	ESOP
Common Stock	7,921.74	I(3)	401(k)
Common Stock	7,700	I(4)	RSA
Common Stock	9,700	I(5)	RSA
Common Stock	8,792	I(6)	RSA
Common Stock	8,760	I(7)	RSA
Common Stock	8,632	I(8)	RSA

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Incentive Stock Option(9)	01/10/2006	12/17/2012	Common Stock	5,554	$18	D
Non-Statutory Stock Option(9)	01/10/2006	12/17/2012	Common Stock	42,896	$18	D
Non-Statutory Stock Option(10)	12/22/2005	12/16/2013	Common Stock	4,098	$24.4	D
Non-Statutory Stock Option(10)	12/22/2005	12/16/2013	Common Stock	31,452	$24.4	D
Non-Statutory Stock Option(10)	12/22/2005	12/14/2014	Common Stock	3,754	$26.6267	D
Non-Statutory Stock Option(10)	12/22/2005	12/14/2014	Common Stock	43,196	$26.6267	D
Non-Statutory Stock Option(11)	01/09/2009	12/20/2012	Common Stock	29,150	$29.02	D

Explanation of Responses:

1. Includes shares acquired pursuant to the Astoria Financial Corporation Automatic Dividend Reinvestment Stock Purchase Plan which are exempt from the operation of Section 16 of the Securities Exchange Act of 1934 and are beneficially owned directly by Mrs. Callari and son (Francesco).

2. Represents shares allocated to Mrs. Callari's account under the Astoria Federal Savings and Loan Association Employee Stock Ownership Plan ("ESOP") as of December 31, 2011 and held in the ESOP Trust.

3. Represents shares held in the Employer Stock Fund of the Astoria Incentive Savings Plan ("401(k) Plan") for the account of Mrs. Callari as of December 31, 2011. Shares are held in the 401(k) Plan Trust.

4. Represents award of restricted stock dated December 20, 2006 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The restricted stock will vest on January 9, 2012 or, if earlier, upon the death, Disability or retirement at normal retirement age, or Change of Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of her employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon her termination of the employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.

5. Represents award of restricted stock dated January 28, 2008 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The restricted stock will vest on January 28, 2013 or, if earlier, upon the death, Disability or Change of Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of her employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon her termination of the employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.

6. Represents award of restricted stock dated February 2, 2009 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The shares of restricted stock will vest as follows: 4,396 shares on December 17, 2012 and 4,396 shares on December 16, 2013 or, if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of her employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon her termination of employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.

7. Represents award of restricted stock dated February 1, 2010 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The shares of restricted stock will vest as follows: 2,920 shares on December 14, 2012, 2,920 shares on December 16, 2013 and 2,920 shares on December 15, 2014 or, if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of her employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon her termination of employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.

8. Represents award of restricted stock dated January 31, 2011 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The shares of restricted stock will vest as follows: 2,158 shares on December 14, 2012, 2,158 shares on December 16, 2013, 2,158 shares on December 15, 2014, and 2,158 shares on December 14, 2015 or, if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of her employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon her termination of employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.

9. Options were granted pursuant to the 1999 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1999 Plan.

10. Options were granted pursuant to the 2003 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 2003 Plan.

11. Options were granted pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan.

	Josie Callari	01/09/2012
	** Signature of Reporting Person	Date
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