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*
HONSTEDT GARY M
(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
Officer (give title below) X Other (specify below)
former Exec VP
3. Date of Earliest Transaction (Month/Day/Year)
07/10/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
07/12/2013 		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 07/01/2013 J 4,134.83 D $11.0566 0 I(1) ESOP
Common Stock 5,000 I(2) RSA
Common Stock 07/10/2013 J 8,000 D $0 32,000 I(3)(4) RSA Vest
Common Stock 07/11/2013 F 1,800 D $11.41 0 D(5)
Common Stock 07/11/2013 F 200 D $11.415 0 D(5)
Common Stock 07/11/2013 F 900 D $11.42 0 D(5)
Common Stock 07/11/2013 F 127 D $11.4201 0 D(5)
Common Stock 07/11/2013 F 100 D $11.425 0 D(5)
Common Stock 07/11/2013 F 200 D $11.43 0 D(5)
Common Stock 07/10/2013 J 4,673 A $11.51(6) 10,618 D(4)
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 shares allocated to Mr. Honstedt's account under the Astoria Federal Savings and Loan Association Employee Stock Ownership Plan ("ESOP") and held by the ESOP Trust following the forfeiture of 4,134.83 shares upon Mr. Honstedt's resignation as an officer and employee of Astoria Financial Corporation. These forfeited shares were incorrectly reported as being held by Mr. Honstedt on Form 4 filed on 7/12/2013.
2. Represents award of restricted stock dated February 16, 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: 5,000 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.
3. Represents award of restricted stock dated July 11, 2012 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: 12,000 shares on July 10, 2014, and 20,000 shares on July 10, 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.
4. 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 07/10/2013. The transaction represents a change in the form of beneficial ownership from indirect to direct.
5. In accordance with a rule 10b5-1 Sales Plan, shares were sold for taxes at vest.
6. Represents value of restricted stock at time of vesting and is the value of services rendered by the Reporting Person to the Issuer.
Gary M. Honstedt by Yvonne Schade, Attorney-in-fact 10/16/2013
** 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.
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