SEC Form 4 · accession 0001562180-15-000082

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

• F1Includes 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 Mrs. Callari and son (Francesco).
• F2Represents shares held in the Employer Stock Fund of the Astoria Bank 401(k) Plan for the account of Mrs. Callari as of December 31, 2014. Shares are held in the 401(k) Plan Trust.
• F3Represents 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: 2,158 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 her employment agreements with the Company and Astoria Bank (the Bank), upon her 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.
• F4Represents 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: 4,610 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 her employment agreements with the Company and Astoria Bank (the Bank), upon her 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 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: 3,660 shares on December 14, 2015, and 3,660 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 her employment agreements with the Company and Astoria Bank (the Bank), upon her 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.

Remarks

POWER OF ATTORNEY I hereby authorize and designate Monte N. Redman, 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 Josie A. Callari