SEC Form 4 · accession 0001209191-17-055828

STERLING BANCORP · STL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Oct 2, 2017

Accepted (ET)

Oct 4, 2017 · 4:22 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001070154

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Oct 2, 2017	A	593,077	$0.00	A	593,077	D
Common Stock^F1,F3	Oct 2, 2017	A	82,143	$0.00	A	82,143	I	By 401K Plan
Common Stock^F1,F4	Oct 2, 2017	A	8,491	$0.00	A	8,491	I	By Spouse

No Table II lines on this filing.

F1Received pursuant to the merger agreement between Sterling Bancorp("Sterling") and Astoria Financial Corporation("Astoria"), dated March 6, 2017 (the "Merger Agreement"), pursuant to which Astoria was merged with and into Sterling on October 2, 2017 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, (i)each issued and outstanding share of Astoria's common stock converted into the right to receive 0.875 of a share of Sterling common stock and cash in lieu of fractional shares (the "Merger Consideration"), and (ii)each outstanding restricted stock award and restricted stock unit award fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of Astoria's common stock underlying such award, less applicable tax withholdings. On the Effective Date, the closing price of Astoria's common stock was $21.50 per share and the closing price of Sterling's common stock was $24.85 per share.
F2Received in exchange for 677,801.87 shares of Astoria common stock pursuant to Astoria's merger with and into Sterling.
F3Received in exchange for 93,877.87 shares of Astoria common stock pursuant to Astoria's merger with and into Sterling.
F4Received in exchange for 9,703.52 shares of Astoria common stock pursuant to Astoria's merger with and into Sterling.