Patricia Hrotko Form 4 Clifton Bancorp / Patricia Hrotko 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Hrotko Patricia

(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)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2015

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	09/02/2015		A		34,119	A	$0.0000	34,119	I	By Stock Award(1)
Common Stock								187	D
Common Stock								521	I	By 401(k)(2)
Common Stock								3,000	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	09/02/2015		A		36,125		09/02/2016(3)	09/02/2025	Common Stock	36,125	$0.0000	36,125	D
Non-Qualified Stock Option	$13.84	09/02/2015		A		15,053		09/02/2016(4)	09/02/2025	Common Stock	15,053	$0.0000	15,053	D

Explanation of Responses:

1. 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.

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

3. 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.

4. 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.

	Christine R. Piano, Power of Attorney	09/03/2015
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.