SEC Form 4 · accession 0001562180-15-001076
ASTORIA FINANCIAL CORP · AF
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 14, 2015 | J | 2,158 | $0.00 | D | 0 | I | RSA Vest |
| Common StockF2 | Dec 14, 2015 | F | 798 | $0.00 | D | 0 | D | |
| Common StockF3,F1,F4 | Dec 14, 2015 | J | 1,360 | $15.855 | A | 104,054 | D | |
| Common StockF5 | Dec 14, 2015 | J | 4,610 | $0.00 | D | 0 | I | RSA Vest |
| Common StockF2 | Dec 14, 2015 | F | 1,705 | $0.00 | D | 0 | D | |
| Common StockF3,F4,F5 | Dec 14, 2015 | J | 2,905 | $15.855 | A | 106,959 | D | |
| Common StockF5,F6 | Dec 14, 2015 | J | 3,660 | $0.00 | D | 3,660 | I | RSA Vest |
| Common StockF2 | Dec 14, 2015 | F | 1,354 | $0.00 | D | 0 | D | |
| Common StockF3,F4,F5 | Dec 14, 2015 | J | 2,306 | $15.855 | A | 109,265 | D | |
| Common StockF7,F8 | Dec 14, 2015 | J | 3,660 | $0.00 | D | 7,320 | I | RSA Vest |
| Common StockF2 | Dec 14, 2015 | F | 1,354 | $0.00 | D | 0 | D | |
| Common StockF3,F4,F8 | Dec 14, 2015 | J | 2,306 | $15.855 | A | 111,571 | D | |
| Common StockF9 | holding | — | — | — | 60,653 | I | 401(k) |
Table II — derivative securities
Explanation of responses
- F1Represents 20% vesting of a previous award of restricted stock pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan. The restricted stock vested and was distributed on December 14, 2015. The transaction represents a change in the form of beneficial ownership from indirect to direct.
- F2Shares were withheld for taxes at vest.
- F3Represents value of restricted stock at time of vesting and is the value of services rendered by the Reporting Person to the Issuer.
- F4Includes 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).
- F5Represents one-third vesting of a previous award of restricted stock pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan. The restricted stock vested and was distributed on December 14, 2015. The transaction represents a change in the form of beneficial ownership from indirect to direct.
- F6Represents 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, 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.
- F7Represents award of restricted stock dated April 27, 2015 pursuant to the 2014 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2014 Plan). The shares of restricted stock will vest as follows: 3,660 shares on December 14, 2016, and 3,660 shares on December 14, 2017 or if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2014 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.
- F8Represents one-third vesting of a previous award of restricted stock pursuant to the 2014 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2014 Plan. The restricted stock vested and was distributed on December 14, 2015. The transaction represents a change in the form of beneficial ownership from indirect to direct.
- F9Represents shares held in the Employer Stock Fund of the Astoria Bank 401(k) Plan for the account of Mrs. Callari as of September 30, 2015. Shares are held in the 401(k) Plan Trust.
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 Josie A. Callari