SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PAGANO DEBORAH

(Last)

(First)

(Middle)

1535 RICHMOND AVENUE

(Street)

STATEN ISLAND

10314

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STATEN ISLAND BANCORP INC [ SIB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
04/12/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/12/2004		D		101,226	D	$0⁽¹⁾	0	D
Common Stock	04/12/2004		D		4,409.452	D	$0⁽¹⁾	0	I	401(k)
Common Stock	04/12/2004		D		33,163.515	D	$0⁽¹⁾	0	I	ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to buy)	$11.438	04/12/2004		D			135,000	07/10/1999	07/10/2008	Common Stock	135,000	$0⁽²⁾	0	D
Stock Options (Right to buy)	$14.38	04/12/2004		D			42,000	11/28/2002	11/28/2011	Common Stock	42,000	$0⁽³⁾	0	D
Stock Options (Right to buy)	$20.1	04/12/2004		D			29,423	12/18/2003	12/18/2012	Common Stock	29,423	$0⁽⁴⁾	0	D

Explanation of Responses:

1. Pursuant to the merger between Staten Island Bancorp,Inc. ( the "Issuer") and Independence Community Bank Corp. ("ICBC") each share of the Issuer's common stock was converted into the right to receive either $24.3208 in cash or 0.6195 shares of ICB common stock, subject to the allocation and proration provisions of the merger agreement.

2. The option, which originally would vest over five years commencing 7/10/99 became fully exercisable on April 12, 2004 and was converted into an option to acquire 83,633 shares of ICBC common stock at $18.4625 per share.

3. The option, which originally would vest over three years commencing on 11/28/02 became fully exercisable on April 12, 2004 and was converted into an option to acquire 26,019 shares of ICBC common stock at $23.2123 per share.

4. The option, which originally would vest over four years commencing 12/18/02 became fully exercisable on April 12, 2003 and was converted into an option to acquire 18,228 shares of ICBC common stock at $32.4455 per share.

	Deborah Pagano	04/13/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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