Astoria Financial Form 4 ASTORIA FINANCIAL / GERARD C KEEGAN 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^*

KEEGAN GERARD C

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice Chairman, Sr EVP & COO

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2015

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	12/23/2015		M		35,600	A	$15.95(1)	336,461	D
Common Stock	12/23/2015		F(2)		18,359	D	$15.95(1)	318,102	D
Common Stock	12/23/2015		J		9,910	D	$0.00	0.00	I(3)	RSA Vest
Common Stock	12/23/2015		F		5,111	D	$0.00	0.00	D(4)
Common Stock	12/23/2015		J		4,799	A	$15.95(1)	322,901	D(3)
Common Stock	12/23/2015		J		4,790	D	$0.00	0.00	I(5)	RSA Vest
Common Stock	12/23/2015		F		2,471	D	$0.00	0.00	D(4)
Common Stock	12/23/2015		J		2,319	A	$15.95(1)	325,220	D(5)
Common Stock								43,275.4	I(6)	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
Restricted Stock Unit	$0.00	12/23/2015		M		35,600(7)		12/23/2015	12/30/2015	Common Stock	35,600	$0.00	35,600	D

Explanation of Responses:

1. Represents value of restricted stock at time of vesting and is the value of services rendered by the Reporting Person to the Issuer.

2. Surrender to Astoria Financial Corporation to cover the minimum statutory tax withholding obligations occasioned by the vesting of Restricted Stock Units.

3. Represents one-third vesting of a previous award of restricted stock pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan. The restricted stock vested and was distributed on December 23, 2015. The transaction represents a change in the form of beneficial ownership from indirect to direct.

4. Shares were withheld for taxes at vest.

5. Represents one-third vesting of a previous award of restricted stock pursuant to the 2014 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2014 Plan. The restricted stock vested and was distributed on December 23, 2015. The transaction represents a change in the form of beneficial ownership from indirect to direct.

6. Represents shares held in the Employer Stock Fund of the Astoria Bank 401(k) Plan for the account of Mr. Keegan as of September 30, 2015. Shares are held in the 401(k) Plan Trust.

7. Vesting of Restricted Stock Units granted on January 28, 2013 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan).

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, and Yvonne Schade, 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 remain in effect as long as I am an affiliate of Astoria Financial Corporation, and shall not be affected by my subsequent disability or incompetence. Date: August 26, 2015 Gerard C. Keegan

	Gerard C. Keegan by Yvonne Schade, attorney-in-fact .	12/28/2015
	** 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).
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