0001562180-17-003125.txt : 20171003 0001562180-17-003125.hdr.sgml : 20171003 20171003100656 ACCESSION NUMBER: 0001562180-17-003125 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171002 FILED AS OF DATE: 20171003 DATE AS OF CHANGE: 20171003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: REDMAN MONTE N CENTRAL INDEX KEY: 0001210755 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11967 FILM NUMBER: 171116364 MAIL ADDRESS: STREET 1: ONE ASTORIA BANK PLAZA CITY: LAKE SUCCESS STATE: NY ZIP: 11042 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ASTORIA FINANCIAL CORP CENTRAL INDEX KEY: 0000910322 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 113170868 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE ASTORIA BANK PLAZA CITY: LAKE SUCCESS STATE: NY ZIP: 11042-1085 BUSINESS PHONE: 5163273000 MAIL ADDRESS: STREET 1: ONE ASTORIA BANK PLAZA CITY: LAKE SUCCESS STATE: NY ZIP: 11042-1085 4 1 primarydocument.xml PRIMARY DOCUMENT X0306 4 2017-10-02 true 0000910322 ASTORIA FINANCIAL CORP AF 0001210755 REDMAN MONTE N ONE ASTORIA BANK PLAZA LAKE SUCCESS NY US 11042 true true false false Former President and CEO Common Stock 2017-10-02 4 D false 51600.00 D 0.00 I RSU Common Stock 2017-10-02 4 D false 17140.00 D 0.00 I RSA Common Stock 2017-10-02 4 D false 43840.00 D 0.00 I RSA Common Stock 2017-10-02 4 D false 49950.00 D 0.00 I RSA Common Stock 2017-10-02 4 D false 515271.87 D 0.00 D Common Stock 2017-10-02 4 D false 93877.87 D 0.00 I 401(k) Common Stock 2017-10-02 4 D false 9703.52 D 0.00 I Spouse Disposed of pursuant to the merger agreement between the Issuer and Sterling Bancorp ("Sterling"), dated March 6, 2017 (the "Merger Agreement"), pursuant to which the Issuer was merged with and into Sterling on October 2, 2017 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, (i) each issued and outstanding share of the Issuer's common stock was converted into the right to receive 0.875 of a share of Sterling common stock and cash in lieu of fractional shares (the "Merger Consideration"), and (ii) each outstanding restricted stock award and restricted stock unit award fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of the Issuer's common stock underlying such award, less applicable tax withholdings. As of the Effective Time, the Sterling common stock had a market value of $24.85 per share. As a result of the merger, the Reporting Person no longer beneficially owns directly or indirectly any shares of the Issuer's common stock. Represents award of restricted stock units dated April 27, 2015 pursuant to the 2014 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the "2014 Plan"). Represents award of restricted stock dated April 27, 2015 pursuant to the 2014 Plan. Represents award of restricted stock dated February 1, 2016 pursuant to the 2014 Plan. Represents award of restricted stock dated March 22, 2017 pursuant to the 2014 Plan. 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. Redman. Represents shares held in the Employer Stock Fund of the Astoria Bank 401(k) Plan for the account of the Reporting Person as of October 2, 2017. Includes shares acquired pursuant to the Astoria Financial Corporation Dividend Reinvestment Stock Purchase Plan which are exempt from the operation of Section 16 of the Securities Exchange Act of 1934 that are held by Mr. Redman's spouse. POWER OF ATTORNEY I hereby authorize and designate Alan P. Eggleston, David J. DeBaun, Michele M. Weber, Theodore S. Ayvas, Frank E. Fusco, Yvonne Schade, Javier Evans, and Deborah J. Dusel, or any one of them acting as agent and attorney-in-fact, with full power of substitution, to: (1) prepare and sign on my behalf any Form 3, Form 4 or Form 5 pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, and file the same with the Securities Exchange Commission, NYSE, and each stock exchange on which Astoria Financial Corporation's common stock or other securities are listed, as required by law; (2) prepare and sign on my behalf any Form 144 pursuant to the Securities Act of 1933, as amended, and file the same with the Securities Exchange Commission, NYSE, and each stock exchange on which Astoria Financial Corporation's common stock or other securities are listed, as required by law; and (3) do anything else necessary or proper in connection with the foregoing. This Power of Attorney shall not be affected by my subsequent disability or incompetence. Date: August 24, 2016 Monte N. Redman Monte N. Redman by Deborah J. Dusel, attorney-in-fact 2017-10-03 EX-24 2 redmanpoa2016.txt REDMANPOA2016 POWER OF ATTORNEY I hereby authorize and designate Alan P. Eggleston, David J. DeBaun, Michele M. Weber, Theodore S. Ayvas, Frank E. Fusco, Yvonne Schade, Javier Evans, and Deborah J. Dusel, or any one of them acting as agent and attorney-in-fact, with full power of substitution, to: (1) prepare and sign on my behalf any Form 3, Form 4 or Form 5 pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, and file the same with the Securities Exchange Commission, NYSE, and each stock exchange on which Astoria Financial Corporation's common stock or other securities are listed, as required by law; (2) prepare and sign on my behalf any Form 144 pursuant to the Securities Act of 1933, as amended, and file the same with the Securities Exchange Commission, NYSE, and each stock exchange on which Astoria Financial Corporation's common stock or other securities are listed, as required by law; and (3) do anything else necessary or proper in connection with the foregoing. This Power of Attorney shall not be affected by my subsequent disability or incompetence. Date: August 24, 2016 Monte N. Redman