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*
GREENBERG ARNOLD K
(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)
12/14/2011
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 943.84 I(2) IRA Spouse
Common Stock 60,000 I(3) Spouse
Common Stock 47,040.22 I(4) ESOP
Common Stock 73,367.31 I(5) 401(k)
Common Stock 16,600 I(6) RSA
Common Stock 16,290 I(7) RSA
Common Stock 17,900 I(8) RSA
Common Stock 12/14/2011 J 5,450 D $0 10,900 I(9)(13) RSA Vest
Common Stock 12/15/2011 F 65 D $8.1 0 D(14)
Common Stock 12/15/2011 F 500 D $8.11 0 D(14)
Common Stock 12/15/2011 F 487 D $8.12 0 D(14)
Common Stock 12/15/2011 F 935 D $8.13 0 D(14)
Common Stock 12/14/2011 J 3,463 A $8.17(15) 227,109.13 D(1)(13)
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(10) $16.8333 01/10/2005 12/18/2011 Common Stock 5,940 5,940 D
Non-Statutory Stock Option(10) $16.8333 01/10/2005 12/18/2011 Common Stock 94,560 94,560 D
Incentive Stock Option(10) $18 01/10/2006 12/17/2012 Common Stock 5,554 5,554 D
Non-Statutory Stock Option(10) $18 01/10/2006 12/17/2012 Common Stock 124,946 124,946 D
Non-Statutory Stock Option(11) $24.4 12/22/2005 12/16/2013 Common Stock 4,098 4,098 D
Non-Statutory Stock Option(11) $24.4 12/22/2005 12/16/2013 Common Stock 90,402 90,402 D
Non-Statutory Stock Option(11) $26.6267 12/22/2005 12/14/2014 Common Stock 3,754 3,754 D
Non-Statutory Stock Option(11) $26.6267 12/22/2005 12/14/2014 Common Stock 128,246 128,246 D
Non-Statutory Stock Option(12) $29.02 01/09/2009 12/20/2012 Common Stock 112,700 112,700 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 Mr. Greenberg.
2. 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 held in the Individual Retirement Account of Mr. Greenberg's spouse.
3. Shares are held by Mr. Greenberg's spouse.
4. Represents shares allocated to Mr. Greenberg's account under the Astoria Federal Savings and Loan Association Employee Stock Ownership Plan ("ESOP") as of September 30, 2011 and held in the ESOP Trust.
5. Represents shares held in the Employer Stock Fund of the Astoria Incentive Savings Plan ("401(k) Plan") for the account of Mr. Greenberg as of September 30, 2011. Shares are held in the 401(k) Plan Trust.
6. 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 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.
7. 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: 16,290 shares on December 15, 2011 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.
8. 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: 8,950 shares on December 14, 2011 and 8,950 shares on December 14, 2012 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.
9. 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: 5,450 shares on December 14, 2012, and 5,450 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.
10. Options were granted pursuant to the 1999 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1999 Plan.
11. Options were granted pursuant to the 2003 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 2003 Plan.
12. Options were granted pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan.
13. 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 14, 2011. The transaction represents a change in the form of beneficial ownership from indirect to direct.
14. In accordance with a Rule 10b5-1 Sales Plan, shares were sold for taxes at vest.
15. Represents value of restricted stock at time of vesting and is the value of services rendered by the Reporting Person to the Issuer.
Arnold K. Greenberg 12/16/2011
** 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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