Josie Callari Form 4 ASTORIA FINANCIAL / Josie Callari 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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X

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^*

Callari Josie

(Last) (First) (Middle)

ONE ASTORIA BANK 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
X	Officer (give title below)	Other (specify below)
Former Executive VP

3. Date of Earliest Transaction (Month/Day/Year)
10/02/2017

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	10/02/2017		D		11,000	D	(1)(2)	0.00	I(3)	RSU
Common Stock	10/02/2017		D		3,660	D	(1)(2)	0.00	I(4)	RSA
Common Stock	10/02/2017		D		15,540	D	(1)(2)	0.00	I(5)	RSA
Common Stock	10/02/2017		D		17,310	D	(1)(2)	0.00	I(6)	RSA
Common Stock	10/02/2017		D		78,843.82	D	(1)(2)	0.00	D(7)
Common Stock	10/02/2017		D		53,411.25	D	(1)(2)	0.00	I(8)	401(k)

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. 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.

2. 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.

3. 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").

4. Represents award of restricted stock dated April 27, 2015 pursuant to the 2014 Plan.

5. Represents award of restricted stock dated February 1, 2016 pursuant to the 2014 Plan.

6. Represents award of restricted stock dated March 22, 2017 pursuant to the 2014 Plan.

7. 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 Mrs. Callari and son (Francesco).

8. 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.

Remarks:

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 Josie A. Callari

	Josie Callari by Deborah J. Dusel, attorney-in-fact	10/03/2017
	** Signature of Reporting Person	Date
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