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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
ASTORIA FINANCIAL CORP [ AF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 01/28/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 128,452 | D | ||||||||
Common Stock | 20,020.87 | I(1) | ESOP | |||||||
Common Stock | 13,150 | I(2) | RSA | |||||||
Common Stock | 22,800 | I(3) | RSA | |||||||
Common Stock | 01/28/2008 | A | 32,700 | A | $0 | 32,700 | I(4) | RSA |
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 | ||||||||
Incentive Stock Option(5) | $16.5625 | 01/10/2004 | 12/19/2010 | Common Stock | 6,036 | 6,036 | D | ||||||||
Non-Statutory Stock Option(5) | $16.5625 | 01/10/2004 | 12/19/2010 | Common Stock | 113,964 | 113,964 | D | ||||||||
Incentive Stock Option(5) | $16.8333 | 01/10/2005 | 12/18/2011 | Common Stock | 5,940 | 5,940 | D | ||||||||
Non-Statutory Stock Option(5) | $16.8333 | 01/10/2005 | 12/18/2011 | Common Stock | 102,060 | 102,060 | D | ||||||||
Incentive Stock Option(5) | $18 | 01/10/2006 | 12/17/2012 | Common Stock | 5,554.5 | 5,554.5 | D | ||||||||
Non-Statutory Stock Option(5) | $18 | 01/10/2006 | 12/17/2012 | Common Stock | 136,945.5 | 136,945.5 | D | ||||||||
Non-Statutory Stock Option(6) | $24.4 | 12/22/2005 | 12/16/2013 | Common Stock | 4,098 | 4,098 | D | ||||||||
Non-Statutory Stock Option(6) | $24.4 | 12/22/2005 | 12/16/2013 | Common Stock | 97,902 | 97,902 | D | ||||||||
Non-Statutory Stock Option(6) | $26.6267 | 12/22/2005 | 12/14/2014 | Common Stock | 3,754.5 | 3,754.5 | D | ||||||||
Non-Statutory Stock Option(6) | $26.6267 | 12/22/2005 | 12/14/2014 | Common Stock | 140,245.5 | 140,245.5 | D | ||||||||
Non-Statutory Stock Option(7) | $29.02 | 01/09/2009 | 12/20/2012 | Common Stock | 122,900 | 122,900 | D |
Explanation of Responses: |
1. Represents shares allocated to Mr. Keegan's account under the Astoria Federal Savings and Loan Association Employee Stock Ownership Plan ("ESOP") as of December 31, 2007 and held in the ESOP Trust. |
2. Represents 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 will vest and be distributed effective January 9, 2009 or earlier upon the death, disability or retirement at normal retirement age, on a change of control, or, in the case of executive officers, pursuant to the terms of their respective employment agreements with the Company, upon the termination of employment by the Company prior to the end of the term of such employment agreement without cause, as defined therein. |
3. Represents 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 will vest and be distributed effective January 9, 2012 or earlier upon the death, disability or retirement at normal retirement age, on a change of control, or, in the case of executive officers, pursuant to the terms of their respective employment agreements with the Company, upon the termination of employment by the Company prior to the end of the term of such employment agreement without cause, as defined therein. |
4. Represents 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 will vest and be distributed effective January 28, 2013 or earlier upon the death, disability, on a Change in Control (as defined in the 2005 Plan), or, in the case of executive officers, pursuant to the terms of their respective employment agreements with the Company, upon the termination of employment by the Company prior to the end of the term of such employment agreement without cause, as defined therein. |
5. Options were granted pursuant to the 1999 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1999 Plan. |
6. Options were granted pursuant to the 2003 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 2003 Plan. |
7. Options were granted pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan. |
Gerard C. Keegan | 01/29/2008 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |