Astoria Financial Form 4 ASTORIA FINANCIAL / Patricia M Nazemetz 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^*

Nazemetz Patricia M

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2016

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	01/28/2016		J		4,639	D	$0.00	0.00	I(1)	RSA Vest
Common Stock	01/28/2016		J		4,639	A	$14.905(2)	6,639	D(1)
Common Stock	01/28/2016		J		1,031	D	$0.00	0.00	I(1)	RSA Vest
Common Stock	01/28/2016		J		1,031	A	$14.905(2)	7,670	D(1)
Common Stock								3,565	I(3)	RSA
Common Stock								793	I(4)	RSA
Common Stock								3,577	I(5)	RSA
Common Stock								795	I(6)	RSA

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. Represents vesting of a previous award of restricted stock pursuant to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan, or the 2007 Plan. The restricted stock vested and was distributed on 01/28/16. The transaction represents a change in the form of beneficial ownership from indirect to direct.

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

3. Represents award of restricted stock dated February 3, 2014 pursuant to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan, or the 2007 Plan. The restricted stock will vest on February 3, 2017 or, if earlier, upon the death, Disability, Mandatory Retirement, Change in Control or Involuntary Termination, all as specified in the 2007 Plan.

4. Represents discretionary grant on February 3, 2014 of restricted stock pursuant to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan, or the 2007 Plan. The restricted stock will vest and be distributed effective February 3, 2017 or earlier upon the death, disability or Mandatory Retirement, on a Change in Control, or Involuntary Termination, all as specified in the 2007 Plan.

5. Represents award of restricted stock dated February 2, 2015 pursuant to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan, or the 2007 Plan. The restricted stock will vest on February 2, 2018 or, if earlier, upon the death, Disability, Mandatory Retirement, Change in Control or Involuntary Termination, all as specified in the 2007 Plan.

6. Represents discretionary grant on February 2, 2015 of restricted stock pursuant to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan, or the 2007 Plan. The restricted stock will vest and be distributed effective February 2, 2018 or earlier upon the death, disability or Mandatory Retirement, on a Change in Control, or Involuntary Termination, all as specified in the 2007 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 Patricia M. Nazemetz

	Patricia M. Nazemetz, by Yvonne Schade, Attorney-in-fact	01/29/2016
	** 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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