SEC Form 4 · accession 0001562180-17-003138
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,F3 | Oct 2, 2017 | D | 14,400 | — | D | 0 | I | RSU |
| Common StockF1,F2,F4 | Oct 2, 2017 | D | 35,700 | — | D | 0 | I | RSA |
| Common StockF1,F2,F5 | Oct 2, 2017 | D | 2,922 | — | D | 0 | I | RSA |
| Common StockF1,F2 | Oct 2, 2017 | D | 162,814 | — | D | 0 | D |
Table II — derivative securities
Explanation of responses
- F1Disposed of pursuant to the merger agreement between the Issuer and Sterling Bancorp ("Sterling"), dated March 6, 2017 (the "Merger Agreement"), pursuant to which the Issuer was merged with and into Sterling on October 2, 2017 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, (i) each issued and outstanding share of the Issuer's common stock was converted into the right to receive 0.875 of a share of Sterling common stock and cash in lieu of fractional shares (the "Merger Consideration"), and (ii) each outstanding restricted stock award and restricted stock unit award fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of the Issuer's common stock underlying such award.
- F2As of the Effective Time, the Sterling common stock had a market value of $24.85 per share. As a result of the merger, the Reporting Person no longer beneficially owns directly or indirectly any shares of the Issuer's common stock.
- F3Represents award of restricted stock units dated April 27, 2015 pursuant to the 2014 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the "2014 Plan").
- F4Represents award of restricted stock dated February 1, 2016 pursuant to the 2014 Plan.
- F5Represents award of restricted stock dated March 22, 2017 pursuant to the 2014 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, 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 Gerard C. Keegan