Clifton Bancorp Form 4 Clifton Bancorp / Paul M Aguggia 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^*

Aguggia Paul M

(Last) (First) (Middle)

1433 VAN HOUTEN AVENUE

(Street)

CLIFTON NJ 07015

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Clifton Bancorp Inc. [ CSBK ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2017

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	06/10/2016		J(1)	V	20	A	$14.96	30,020	D
Common Stock	08/26/2016		J(1)	V	20	A	$15	30,040	D
Common Stock	09/02/2016		J(2)	V	27,295	A	$0.0000	57,335	D
Common Stock	05/25/2017		P		8,264	A	$16.2346	33,782	I	By SERP
Common Stock	09/02/2016		J(2)	V	27,295	D	$0.0000	109,180	I	By Stock Award(3)
Common Stock								10,347	I	By ESOP(4)
Common Stock								50,000	I	By IRA

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
Incentive Stock Option	$13.84							09/02/2016(5)	09/02/2025	Common Stock	36,125		36,125	D
Non-Qualified Stock Option	$13.84							09/02/2016(6)	09/02/2025	Common Stock	270,945		270,945	D

Explanation of Responses:

1. This form reflects increases in beneficial ownership resulting from dividend reinvestment pursuant to Rule 16a-11.

2. Since the reporting person's last report 27,295 shares previously held by Stock Award have vested and are now owned directly.

3. Stock Awards granted pursuant to the Clifton Bancorp Inc. 2015 Equity Incentive Plan vest in five approximately equal annual installments commencing on September 2, 2016.

4. This form reflects increases in beneficial ownership resulting from exempt acquisitions pursuant to Rule 16b-3(c).

5. Incentive Stock Options granted pursuant to the Clifton Bancorp Inc. 2015 Equity Incentive Plan vest in five approximately equal annual installments commencing on September 2, 2016.

6. Non-Qualified Stock Options granted pursuant to the Clifton Bancorp Inc. 2015 Equity Incentive Plan vest in five approximately equal annual installments commencing on September 2, 2016.

	/s/ Paul M. Aguggia	05/30/2017
	** 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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