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
Expires: December 31, 2014
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*
DeStefano Robert J

(Last) (First) (Middle)
ONE ASTORIA FEDERAL 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
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2012
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 39,605.2 I (1) ESOP
Common Stock 24,620.88 I (2) 401(k)
Common Stock 8,800 I (3) RSA
Common Stock 8,548 I (4) RSA
Common Stock 8,610 I (5) RSA
Common Stock 7,712 I (6) RSA
Common Stock 02/03/2012 S 12,000 D $8.8918 (10) 102,804.65 D
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
Incentive Stock Option (7) $18 01/10/2006 12/17/2012 Common Stock 5,554 5,554 D
Non-Statutory Stock Option (8) $24.4 12/22/2005 12/16/2013 Common Stock 4,098 4,098 D
Non-Statutory Stock Option (8) $24.4 12/22/2005 12/16/2013 Common Stock 27,102 27,102 D
Non-Statutory Stock Option (8) $26.6267 12/22/2005 12/14/2014 Common Stock 3,754 3,754 D
Non-Statutory Stock Option (8) $26.6267 12/22/2005 12/14/2014 Common Stock 40,346 40,346 D
Non-Statutory Stock Option (9) $29.02 01/09/2009 12/20/2012 Common Stock 27,100 27,100 D
Explanation of Responses:
1. Represents shares allocated to Mr. DeStefano'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.
2. Represents shares held in the Employer Stock Fund of the Astoria Incentive Savings Plan ("401(k) Plan") for the account of Mr. DeStefano as of December 31, 2011. Shares are held in the 401(k) Plan Trust.
3. 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 his employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon his 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.
4. 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: 4,274 shares on December 17, 2012 and 4,274 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 his employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon his 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.
5. 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: 2,870 shares on December 14, 2012, 2,870 shares on December 16, 2013 and 2,870 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 his employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon his 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.
6. 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: 1,928 shares on December 14, 2012, 1,928 shares on December 16, 2013 , 1,928 shares on December 15, 2014, and 1,928 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 Federal Savings and Loan Association (the Association), upon his 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. Options were granted pursuant to the 1999 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1999 Plan.
8. Options were granted pursuant to the 2003 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 2003 Plan.
9. Options were granted pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan.
10. This transaction was executed in multiple trades at prices ranging from $8.86 to $8.92. 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.
Robert J. DeStefano, by Steven G. Miss, Attorney-in-fact 02/06/2012
** 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.