Sterling Bancorp (STL) Form 4 STERLING BANCORP / James F. Deutsch ownership change

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^*

Deutsch James F.

(Last) (First) (Middle)

875 TEXAS ROAD

(Street)

EASTON PA 18042

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STERLING BANCORP [ STL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2016

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								500	D
Common Stock	08/23/2016		S(1)		170,540	D	$17.189(2)	1,917,705	I	By Patriot Financial Partners, L.P.
Common Stock	08/23/2016		S(1)		29,460	D	$17.189(2)	331,275	I	By Patriot Financial Partners Parallel, L.P.

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. James F. Deutsch was appointed as a director of Provident New York Bancorp, predecessor to Sterling Bancorp, (the "Company") on November 7, 2012. The Form 3 filed on Mr. Deutsch's behalf on November 8, 2012 inadvertently failed to disclose that Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel, L.P. held 2,088,245 and 360,735 shares of the Company's common stock, respectively. Mr. Deutsch has been a Managing Partner of Patriot Financial Partners, L.P. since April of 2011. As a result, those shares held by Patriot Financial Partners, L.P. and Patriot Financial Partners Parallel, L.P., as reflected above, may be regarded as being beneficially owned by Mr. Deutsch. Mr. Deutsch disclaims beneficial ownership thereof except to the extent of his pecuniary interest therein.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.17 to $17.255, inclusive. The reporting person undertakes to provide to Sterling Bancorp, any security holder of Sterling Bancorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Remarks:

	June Ann Byrnes, as POA for James F. Deutsch	08/23/2016
	** 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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