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*
MANCINO JOSEPH L
(Last) (First) (Middle)
C/O ROSLYN BANCORP INC
ONE JERICHO PLAZA
(Street)
JERICHO NY 11753
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ROSLYN BANCORP INC [ (RSLN) ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2003
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 07/31/2003 M 5,436 A $18.4 148,658 D
Common Stock 49,857 I By 401(k)(1)
Common Stock 79,098 I By BRP
Common Stock 13,593 I By ESOP
Common Stock 144,775 I By Spouse
Common Stock 50,326 I By Stock Award II(2)
Common Stock 87,598 I By Stock Award III(3)
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 (right to buy) $18.4 07/31/2003 M 5,436 06/26/2002(4) 06/26/2011 Common Stock 5,436 $0 10,872 D
Non-Statutory Stock Option (right to buy) $18.4 06/26/2002(5) 06/26/2011 Common Stock 89,297 89,297 D
Non-Statutory Stock Option (right to buy) $18.4 06/26/2002(6) 06/26/2011 Common Stock 330,000 330,000 D
Non-Statutory Stock Option (right to buy) $21.35 06/25/2003(7) 06/25/2012 Common Stock 49,268 49,268 D
Stock Option (right to buy) $15 09/02/1998(8) 09/02/2007 Common Stock 744,485 744,485 D
Explanation of Responses:
1. This form reflects decreases in beneficial ownership resulting from accounting procedures currently in use by the Administrator of the 401(k) Plan.
2. Stock Awards granted pursuant to the Roslyn Bancorp, Inc. 1997 Stock-Based Incentive Plan vest in three equal annual installments commencing on October 1, 2002.
3. Stock Awards granted pursuant to the Roslyn Bancorp, Inc. 2001 Stock-Based Incentive Plan vest in five equal annual installments commencing December 1, 2003.
4. Incentive Stock Options granted pursuant to the Roslyn Bancorp, Inc. 1997 Stock-Based Incentive Plan vest in three equal annual installments commencing on June 26, 2002.
5. Non-Statutory Stock Options granted pursuant to the Roslyn Bancorp, Inc. 1997 Stock-Based Incentive Plan vest as follows: 26,401 on June 26, 2002; 20,965 on June 26, 2003 and 2004; and 20,964 on June 26, 2005.
6. Non-Statutory Stock Options granted pursuant to the Roslyn Bancorp, Inc. 1997 Stock-Based Incentive Plan vest in four equal annual installments commencing on June 26, 2002.
7. Non-Statutory Stock Options granted pursuant to the Roslyn Bancorp, Inc. 2001 Stock-Based Incentive Plan vest in three equal annual installments commencing on June 25, 2003.
8. Stock Options granted pursuant to the Roslyn Bancorp, Inc. 1997 Stock-Based Incentive Plan are fully vested and exercisable as of September 2, 2002.
Remarks:
By: /s/ Joseph L. Mancino 08/04/2003
** 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.