Clifton Bancorp Form 4 Clifton Bancorp / CHRISTINE R PIANO 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^*

PIANO CHRISTINE R

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2017

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	12/04/2017		M		33,317	A	$13.84	88,312	D
Common Stock	12/04/2017		M		14,450	A	$13.84	102,762	D
Common Stock	12/04/2017		D		47,767	D	$17.49	54,995(1)	D
Common Stock								1,362	I	By 401(k)
Common Stock								44,283	I	By ESOP(2)
Common Stock								36,848(1)	I	By Stock Award(3)

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	12/04/2017		M			14,450	09/02/2016(4)	09/02/2025	Common Stock	14,450	$0.0000	21,675	D
Non-Qualified Stock Option	$13.84	12/04/2017		M			33,317	09/02/2016(5)	09/02/2025	Common Stock	33,317	$0.0000	49,974	D

Explanation of Responses:

1. Since the reporting person's last report 12,283 shares previously held by Stock Award have vested and are now owned directly.

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

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. 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.

5. 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/ Christine R. Piano	12/05/2017
	** 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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