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
X	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* Gutauskas Matthew J (Last) (First) (Middle) ONE ASTORIA BANK PLAZA (Street) LAKE SUCCESS NY US 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 Officer (give title below) X Other (specify below) Former Executive Vice Pres
	3. Date of Earliest Transaction (Month/Day/Year) 02/13/2015
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2015		J		12,500	D	$0	0	I(1)	RSA
Common Stock	02/13/2015		J		2,370	D	$0	0	I(2)	RSA
Common Stock	02/13/2015		J		8,420	D	$0	0	I(3)	RSA
Common Stock								7,342.25	I(4)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents cancellation of restricted stock awarded July 11, 2012 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The cancellation was in accordance with the terms and conditions of the 2007 Plan, and resulted from Mr. Gutauskas' voluntary termination from Astoria Financial Corporation.

2. Represents cancellation of restricted stock awarded January 28, 2013 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The cancellation was in accordance with the terms and conditions of the 2007 Plan, and resulted from Mr. Gutauskas' voluntary termination from Astoria Financial Corporation.

3. Represents cancellation of restricted stock awarded February 3, 2014 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The cancellation was in accordance with the terms and conditions of the 2007 Plan, and resulted from Mr. Gutauskas' voluntary termination from Astoria Financial Corporation.

4. Represents shares held in the Employer Stock Fund of the Astoria Bank 401(k) Plan for the account of Mr. Gutauskas as of December 31, 2014. Shares are held in the 401(k) Plan Trust.

Remarks:

POWER OF ATTORNEY I hereby authorize and designate Monte N. Redman, Alan P. Eggleston, Thomas E. Lavery, Michele M. Weber, Theodore S. Ayvas, Frank E. Fusco, and Yvonne Schade, or any one of them acting as agent and attorney-in-fact, with the full power of the substitution, to: (1) Prepare and sign on my behalf any Form 3, Form 4 or Form 5 pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, and file the same with the Securities Exchange Commission, NYSE and each stock exchange on which Astoria Financial Corporation's common stock or other securities are listed, as required by law; (2) Prepare and sign on my behalf any Form 144 pursuant to the Securities Act of 1933, as amended, and file the same with the Securities Exchange Commission, NYSE and each stock exchange on which Astoria Financial Corporation's common stock or other securities are listed, as required by law; and (3) Do anything else necessary or proper in connection with the foregoing. This Power of Attorney shall remain in effect as long as I am an affiliate of Astoria Financial Corporation, and shall not be affected by my subsequent disability or incompetence. Date: December 23, 2013 Matthew J. Gutauskas

	Matthew J. Gutauskas by Yvonne Schade, Attorney-in-fact	02/18/2015
	** 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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