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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Edwards Brian T (Last) (First) (Middle) ONE ASTORIA BANK PLAZA (Street) LAKE SUCCESS NY US 11042 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ASTORIA FINANCIAL CORP [ AF ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Executive Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 12/23/2015
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/23/2015		M		16,700	A	$15.95(1)	65,886	D
Common Stock	12/23/2015		F(2)		6,174	D	$15.95(1)	59,712	D
Common Stock	12/23/2015		J		2,270	D	$0.00	0.00	I(3)	RSA Vest
Common Stock	12/23/2015		F		840	D	$0.00	0.00	D(4)
Common Stock	12/23/2015		J		1,430	A	$15.95(1)	61,142	D(3)
Common Stock	12/23/2015		J		3,370	D	$0.00	3,370	I(5)(6)	RSA Vest
Common Stock	12/23/2015		F		1,246	D	$0.00	0.00	D(4)
Common Stock	12/23/2015		J		2,124	A	$15.95(1)	63,266	D(5)
Common Stock								22,109.79	I(7)	401(k)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	$0.00	12/23/2015		M		16,700(8)		12/23/2015	12/30/2015	Common Stock	16,700	$0.00	16,700	D

Explanation of Responses:

1. Represents value of restricted stock at time of vesting and is the value of services rendered by the Reporting Person to the Issuer.

2. Surrender to Astoria Financial Corporation to cover the minimum statutory tax withholding obligations occasioned by the vesting of Restricted Stock Units.

3. Represents 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.

4. Shares were withheld for taxes at vest.

5. Represents 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.

6. Represents 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: 3,370 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.

7. Represents shares held in the Employer Stock Fund of the Astoria Bank 401(k) Plan for the account of Mr. Edwards as of September 30, 2015. Shares are held in the 401(k) Plan Trust.

8. Vesting 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 Brian T. Edwards

	Brian T. Edwards by Yvonne Schade, attorney-in-fact	12/28/2015
	** 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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