SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
TIETJEN JOHN W
(Last) (First) (Middle)
650 FIFTH AVENUE
4TH FLOOR
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
STERLING BANCORP [ STL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP and CFO
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 12/31/2005 J(1) 15 A $0 42,570 D(2)(3)(4)
Common Stock 7,965 I By 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Options (right to buy) $6.48 01/31/1998(5) 01/31/2007 Common Stock 4,999 4,999(3) D
Incentive Stock Options (right to buy) $10.34 02/10/1999(6) 02/10/2008 Common Stock 36,017 36,017(3) D
Incentive Stock Options (right to buy) $8.69 02/12/2003(7) 02/12/2009 Common Stock 48,024 48,024(3) D
Incentive Stock Options (right to buy) $6.94 02/11/2007(8) 02/11/2010 Common Stock 32,730 32,730(3) D
Incentive Stock Options (right to buy) $14.6 02/06/2010(9) 02/06/2012 Common Stock 13,711 13,711(3) D
Non-qualified Stock Options (right to buy) $6.94 02/11/2001(10) 02/11/2010 Common Stock 6,708 6,708(3) D
Non-qualified Stock Options (right to buy) $14.6 02/06/2003(10) 02/06/2012 Common Stock 24,089 24,089(3) D
Explanation of Responses:
1. Reporting person received an additional 15 shares in his profit sharing plan as a result of reinvestment of dividends held in profit sharing plan and securities issued as a result of stock dividends or splits. Reporting person does not have sole voting and investment power with respect to this security. These shares are held in profit sharing plans as to which he has the power to direct the vote.
2. Reporting person has shared voting and investment power with respect to these securities (to the extent he has not disclaimed ownership thereof), except for 228 shares held in a profit sharing plan, as to which he has the power to direct the vote.
3. Includes securities issued as a result of a stock split in the form of a 5% dividend paid by issuer on December 12, 2005; exercise prices have been adjusted accordingly.
4. Upon termination of ESOP plan shares transferred to main brokerage account.
5. Options became exercisable in installments over a two-year period from date of grant and for a term of 10 years from grant date (first exercisable date listed).
6. Options became exercisable in three installments on the first anniversary of the grant, for a term of 10 years from date of grant (first exercisable date listed).
7. Options become exercisable, commencing on fourth anniversary of the grant, in installments over a five-year period for a term of 10 years from grant date (first exercisable date listed).
8. Options become exercisable in three installments commencing on the seventh anniversary of the grant date and for a term of 10 years from grant date (first exercisable date listed).
9. Options become exercisable in two installments commencing on the eighth anniversary of the grant date and for a term of 10 years from grant date (first exercisable date listed).
10. Non-qualified options are exercisable commencing on the first anniversary of the grant for a term of 10 years from grant date (first exercisable date listed).
Remarks:
/s/ Tietjen, John W 02/14/2006
** 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.