SEC Form 4/A · accession 0001562180-17-001048
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,F2 | Feb 7, 2017 | S | 15,213 | $18.512 | D | 38,032 | D | |
| Common StockF3 | holding | — | — | — | 11,333 | I | 401(k) | |
| Common StockF4 | holding | — | — | — | 3,530 | I | RSA | |
| Common StockF5 | holding | — | — | — | 14,960 | I | RSA |
Table II — derivative securities
Explanation of responses
- F1This transaction was executed in multiple trades at prices ranging from $18.48 to $18.57. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
- F2The Direct Ownership balance was inadvertently reported in Form 4 filed on 2/8/2017.
- F3Represents shares held in the Employer Stock Fund of the Astoria Bank 401(k) Plan for the account of Mr. DeStefano as of February 1, 2017. Shares are held in the 401(k) Plan Trust.
- F4Represents 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.
- F5Represents award of restricted stock dated February 1, 2016 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: 7,480 shares on December 14, 2017 and 7,480 shares on December 14, 2018 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.
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, Yvonne Schade, Javier Evans, and Deborah J. Dusel, 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 not be affected by my subsequent disability or incompetence. Date: August 24, 2016 Robert J. DeStefano