SEC Form 4 · accession 0001562180-15-001123
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 23, 2015 | M | 11,900 | $15.95 | A | 65,870 | D | |
| Common StockF1 | Dec 23, 2015 | F | 4,400 | $15.95 | D | 61,470 | D | |
| Common StockF3 | Dec 23, 2015 | J | 3,130 | $0.00 | D | 0 | I | RSA Vest |
| Common StockF4 | Dec 23, 2015 | F | 1,158 | $0.00 | D | 0 | D | |
| Common StockF1,F3 | Dec 23, 2015 | J | 1,972 | $15.95 | A | 63,442 | D | |
| Common StockF5,F6 | Dec 23, 2015 | J | 3,530 | $0.00 | D | 3,530 | I | RSA Vest |
| Common StockF4 | Dec 23, 2015 | F | 1,306 | $0.00 | D | 0 | D | |
| Common StockF1,F5 | Dec 23, 2015 | J | 2,224 | $15.95 | A | 65,666 | D | |
| Common StockF7 | holding | — | — | — | 53,312 | I | 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF8 | $0.00 | Dec 23, 2015 | M | 11,900 | A | Dec 23, 2015 | Dec 30, 2015 | Common Stock | 11,900 | 11,900 | D |
Explanation of responses
- F1Represents value of restricted stock at time of vesting and is the value of services rendered by the Reporting Person to the Issuer.
- F2Surrender to Astoria Financial Corporation to cover the minimum statutory tax withholding obligations occasioned by the vesting of Restricted Stock Units.
- F3Represents 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 23, 2015. The transaction represents a change in the form of beneficial ownership from indirect to direct.
- F4Shares were withheld for taxes at vest.
- F5Represents 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 23, 2015. The transaction represents a change in the form of beneficial ownership from indirect to direct.
- F6Represents 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: 3,530 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 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.
- F7Represents shares held in the Employer Stock Fund of the Astoria Bank 401(k) Plan for the account of Mr. DeStefano as of September 30, 2015. Shares are held in the 401(k) Plan Trust.
- F8Vesting of Restricted Stock Units granted on January 28, 2013 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan).
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 Robert J. DeStefano