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^*

Edwards Brian T

(Last)

(First)

(Middle)

ONE ASTORIA BANK PLAZA

(Street)

LAKE SUCCESS

11042

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ASTORIA FINANCIAL CORP [ AF ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2014

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	12/15/2014		J		2,846	D	$0	0	I⁽⁵⁾	RSA Vest
Common Stock	12/16/2014		F		1,100	D	$12.7585⁽⁹⁾	0	D⁽⁷⁾
Common Stock	12/15/2014		J		1,746	A	$12.755⁽⁸⁾	42,738	D⁽⁵⁾
Common Stock	12/15/2014		J		2,102	D	$0	2,102	I⁽²⁾⁽⁵⁾	RSA Vest
Common Stock	12/16/2014		F		813	D	$12.7585⁽⁹⁾	0	D⁽⁷⁾
Common Stock	12/15/2014		J		1,289	A	$12.755⁽⁸⁾	44,027	D⁽⁵⁾
Common Stock	12/15/2014		J		5,550	D	$0	5,550	I⁽³⁾⁽⁶⁾	RSA Vest
Common Stock	12/16/2014		F		2,145	D	$12.7585⁽⁹⁾	0	D⁽⁷⁾
Common Stock	12/15/2014		J		3,405	A	$12.755⁽⁸⁾	47,432	D⁽⁶⁾
Common Stock	12/15/2014		J		2,270	D	$0	4,540	I⁽⁴⁾⁽⁶⁾	RSA Vest
Common Stock	12/16/2014		F		877	D	$12.7585⁽⁹⁾	0	D⁽⁷⁾
Common Stock	12/15/2014		J		1,393	A	$12.755⁽⁸⁾	48,825	D⁽⁶⁾
Common Stock								21,801.2	I⁽¹⁾	401(k)

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)

Explanation of Responses:

1. Represents shares held in the Employer Stock Fund of the Astoria Bank 401(k) Plan for the account of Mr. Edwards as of November 21, 2014. Shares are held in the 401(k) Plan Trust.

2. 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: 2,102 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 his employment agreements with the Company and Astoria Bank (the Bank), upon his termination of employment by the Company or the Bank prior to the end of the term of such employment agreements without Cause, as defined therein.

3. Represents award of restricted stock dated January 28, 2013 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: 5,550 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 his employment agreements with the Company and Astoria Bank (the Bank), upon his termination of employment by the Company or the Bank prior to the end of the term of such employment agreements without Cause, as defined therein.

4. Represents award of restricted stock dated February 3, 2014 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: 2,270 shares on December 14, 2015, and 2,270 shares on December 14, 2016 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 his employment agreements with the Company and Astoria Bank (the Bank), upon his termination of employment by the Company or the Bank prior to the end of the term of such employment agreements without Cause, as defined therein.

5. Represents 20% vesting of a previous award of restricted stock pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan. The restricted stock vested and was distributed on December 15, 2014. The transaction represents a change in the form of beneficial ownership from indirect to direct.

6. Represents one-third vesting of a previous award of restricted stock pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan. The restricted stock vested and was distributed on December 15, 2014. The transaction represents a change in the form of beneficial ownership from indirect to direct.

7. In accordance with a Rule 10b5-1 Sales Plan, shares were sold for taxes at vest.

8. Represents value of restricted stock at time of vesting and is the value of services rendered by the Reporting Person to the Issuer.

9. This transaction was executed in multiple trades at prices ranging from $12.70 to $12.90. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

	Brian T. Edwards by Yvonne Schade, attorney-in-fact	12/16/2014
	** 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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