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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ASTORIA FINANCIAL CORP [ AF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/16/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 32,000 | I(1) | RSA | |||||||
Common Stock | 12/16/2013 | J | 5,000 | D | $0 | 0 | I(2) | RSA Vest | ||
Common Stock | 12/17/2013 | F | 152 | D | $13.41 | 0 | D(3) | |||
Common Stock | 12/17/2013 | F | 100 | D | $13.4101 | 0 | D(3) | |||
Common Stock | 12/17/2013 | F | 216 | D | $13.42 | 0 | D(3) | |||
Common Stock | 12/17/2013 | F | 100 | D | $13.4201 | 0 | D(3) | |||
Common Stock | 12/17/2013 | F | 100 | D | $13.43 | 0 | D(3) | |||
Common Stock | 12/17/2013 | F | 100 | D | $13.4501 | 0 | D(3) | |||
Common Stock | 12/17/2013 | F | 200 | D | $13.48 | 0 | D(3) | |||
Common Stock | 12/17/2013 | F | 100 | D | $13.5 | 0 | D(3) | |||
Common Stock | 12/17/2013 | F | 100 | D | $13.52 | 0 | D(3) | |||
Common Stock | 12/17/2013 | F | 200 | D | $13.5301 | 0 | D(3) | |||
Common Stock | 12/17/2013 | F | 100 | D | $13.5306 | 0 | D(3) | |||
Common Stock | 12/17/2013 | F | 100 | D | $13.54 | 0 | D(3) | |||
Common Stock | 12/17/2013 | F | 300 | D | $13.5401 | 0 | D(3) | |||
Common Stock | 12/17/2013 | F | 100 | D | $13.55 | 0 | D(3) | |||
Common Stock | 12/17/2013 | F | 100 | D | $13.56 | 0 | D(3) | |||
Common Stock | 12/16/2013 | J | 2,932 | A | $13.59(4) | 13,550 | D(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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. |
2. 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 16, 2013. The transaction represents a change in the form of beneficial ownership from indirect to direct. |
3. In accordance with a rule 10b5-1 Sales Plan, shares were sold for taxes at vest. |
4. 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 | 12/17/2013 | |
** 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. | ||
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. |