SEC Form 4 · accession 0001562180-15-000066

ASTORIA FINANCIAL CORP · AF

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On February 3, 2015, Mr. Redman gifted 330 shares of Astoria Financial Corporation Common Stock to his daughter, Susan Redman.
• F2Includes shares acquired pursuant to the Astoria Financial Corporation Automatic Dividend Reinvestment Stock Purchase Plan which are exempt from the operation of Section 16 of the Securities Exchange Act of 1934 and are beneficially owned directly by Mr. Redman.
• F3Represents shares held in the Employer Stock Fund of the Astoria Bank 401(k) Plan for the account of Mr. Redman as of December 31, 2014. Shares are held in the 401(k) Plan Trust.
• F4Represents award of restricted stock dated January 31, 2011 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The shares of restricted stock will vest as follows: 19,688 shares on December 14, 2015 or, if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of his employment agreements with the Company and Astoria Bank (the Bank), upon his termination of employment by the Company or the Bank prior to the end of the term of such employment agreements without Cause, as defined therein.
• F5Represents award of performance-based Restricted Stock effective July 1, 2011 pursuant to the 2005 Re-Designated, Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation. Both the vesting and performance period of the grant is five years.
• F6The shares include voting rights. Dividends, if any, with respect to such shares will be accumulated and be subject to the same vesting and performance criteria as the shares themselves. The shares and related dividends will vest if the performance target is reached at the conclusion of the performance period, or earlier upon a Change of Control, as defined in the Plan. In the event Mr. Redman otherwise becomes entitled to severance benefits beyond Standard Termination Entitlements pursuant to the terms of his employment agreements with the Company and the Bank or if he dies or become disabled prior to vesting, the award will remain outstanding subject to the performance and vesting conditions referenced above, unless otherwise settled by the Corporation and Bank pursuant to the terms of such employment agreements.
• F7Represents award of restricted stock dated January 28, 2013 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The shares of restricted stock will vest as follows: 21,580 shares on December 14, 2015 or, if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of his employment agreements with the Company and Astoria Bank (the Bank), upon his termination of employment by the Company or the Bank prior to the end of the term of such employment agreements without Cause, as defined therein
• F8Represents award of restricted stock dated February 3, 2014 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The shares of restricted stock will vest as follows: 17,750 shares on December 14, 2015, and 17,750 shares on December 14, 2016 or, if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of his employment agreements with the Company and Astoria Bank (the Bank), upon his termination of employment by the Company or the Bank prior to the end of the term of such employment agreements without Cause, as defined therein.
• F9Includes shares acquired pursuant to the Astoria Financial Corporation Dividend Reinvestment Stock Purchase Plan which are exempt from the operation of Section 16 of the Securities Exchange Act of 1934 that are held by Mr. Redman's spouse.

Remarks

POWER OF ATTORNEY I hereby authorize and designate Alan P. Eggleston, Thomas E. Lavery, Michele M. Weber, Peter J. Cunningham, Frank E. Fusco, Steven G. Miss 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: January 5, 2012 Monte N. Redman