0001562180-17-003135.txt : 20171003
0001562180-17-003135.hdr.sgml : 20171003
20171003111034
ACCESSION NUMBER: 0001562180-17-003135
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: Chrin John R.
CENTRAL INDEX KEY: 0001479001
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11967
FILM NUMBER: 171116544
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
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2017-10-02
true
0000910322
ASTORIA FINANCIAL CORP
AF
0001479001
Chrin John R.
ONE ASTORIA BANK PLAZA
LAKE SUCCESS
NY
US 11042
false
false
false
true
Former Director
Common Stock
2017-10-02
4
D
false
3577.00
D
0.00
I
RSA
Common Stock
2017-10-02
4
D
false
795.00
D
0.00
I
RSA
Common Stock
2017-10-02
4
D
false
2988.00
D
0.00
I
RSA
Common Stock
2017-10-02
4
D
false
664.00
D
0.00
I
RSA
Common Stock
2017-10-02
4
D
false
2391.00
D
0.00
I
RSA
Common Stock
2017-10-02
4
D
false
531.00
D
0.00
I
RSA
Common Stock
2017-10-02
4
D
false
105152.00
D
0.00
D
Series C Preferred Stock
2017-10-02
4
D
false
4658.00
D
0.00
D
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.
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 dated February 2, 2015 pursuant to the 2007 Non-Employee Director Stock Plan (the "2007 Plan").
Represents discretionary grant on February 2, 2015 of restricted stock pursuant to the 2007 Plan.
Represents award of restricted stock dated February 1, 2016 pursuant to the 2007 Plan.
Represents discretionary grant on February 1, 2016 of restricted stock pursuant to the 2007 Plan.
Represents award of restricted stock dated January 30, 2017 pursuant to the 2007 Plan.
Represents discretionary grant on January 30, 2017 of restricted stock pursuant to the 2007 Plan.
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, each share of Non-Cumulative Perpetual Preferred Stock, Series C, par value $1.00 per share of the Company (the "Company Series C Preferred Stock"), with a liquidation preference of $1,000 per share issued and outstanding immediately prior to the Effective Time shall be automatically converted into and shall thereafter represent the right to receive one share of preferred stock of the Surviving Corporation, which shall be designated as Non-Cumulative Perpetual Preferred Stock, Series A, par value $1.00 per share, with a liquidation preference of $1,000 per share.
POWER OF ATTORNEY
I hereby authorize and designate Monte N. Redman,
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
John R. Chrin
John R. Chrin by Deborah J. Dusel, attorney-in-fact
2017-10-03
EX-24
2
chrinpoa2016.txt
CHRINPOA2016
POWER OF ATTORNEY
I hereby authorize and designate Monte N. Redman,
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
John R. Chrin