SEC Form 4 · accession 0001209191-17-056131

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 5, 2017 · 4:09 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	Oct 2, 2017	J	126	$0.00	A	44,774	D
Common Stock	Oct 2, 2017	J	9,786	$0.00	A	896,842	I	Kahn Bros. Group, Inc. Dis.Adv.Accts.
Common Stock	holding	—	—		—	18,055	I	By Custodian for Children
Common Stock	holding	—	—		—	17,363	I	Discretionary Customer Account
Common Stock	holding	—	—		—	3,539	I	Trust Ackerman Institute
Common Stock	holding	—	—		—	108,926	I	Trust Kahn Bros. Pension Plan
Common Stock	holding	—	—		—	41,466	I	Trust Kahn Bros. Profit Sharing Plan
Common Stock	holding	—	—		—	50,266	I	Trust Kahn Bros. Value Fund
Common Stock	holding	—	—		—	3,333	I	Trust M&T Kahn Foundation
Common Stock	holding	—	—		—	31,555	I	By IRA
Common Stock	holding	—	—		—	1,000	I	By IRA for 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, 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"). On the Effective Time, 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 144 shares of Astoria stock pursuant to Astoria's merger with and into Sterling.
F3Represents the exchange of 11,185 shares of Astoria common stock held in the Discretionary Account into shares of Sterling common pursuant to Astoria's merger with and into Sterling. The reporting person is hereby relying on the view the SEC's staff has expressed with regard to Rule 16b-3 exempting an officer's or director's indirect interest in a transaction between the issuer and an entity in which the beneficial ownership of the portfolio securities is reportable by the officer or director.