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^*

MARTZ FRANK D

(Last)

(First)

(Middle)

516 RHODE ISLAND AVENUE

(Street)

ELLWOOD CITY

16117

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ESB FINANCIAL CORP [ ESBF ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Group Sr VP of Operations

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2012

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								13,500	D
Common Stock								122,802⁽¹⁾	D
Common Stock								10,174.6689⁽³⁾	I	401(k) Plan
Common Stock								2,781.7604⁽⁴⁾	I	401(k) Plan (by Wife)
Common Stock								62,881.9785	I	ESOP
Common Stock								20,625.0055	I	ESOP (by Wife)

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 Option	$9.03							11/19/2002	11/19/2012	Common Stock	5,760		5,760	D
Stock Option	$9.03							11/19/2002	11/19/2012	Common Stock	1,080		1,080	I	by wife
Stock Option	$12.8							11/18/2003	11/18/2013	Common Stock	4,800		4,800	D
Stock Option	$12.8							11/18/2003	11/18/2013	Common Stock	900		900	I	by wife
Stock Option	$12.09							11/16/2004	11/16/2014	Common Stock	4,800		4,800	D
Stock Option	$12.09							11/16/2004	11/16/2014	Common Stock	900		900	I	by wife
Stock Option	$10.17							04/19/2005	04/19/2015	Common Stock	4,800		4,800	D
Stock Option	$10.17							04/19/2005	04/19/2015	Common Stock	900		900	I	by wife
Stock Option	$8.96							11/21/2006	11/21/2016	Common Stock	4,800		4,800	D
Stock Option	$8.96							11/21/2006	11/21/2016	Common Stock	900		900	I	by wife
Stock Option	$8.43							11/20/2007	11/20/2017	Common Stock	4,800		4,800	D
Stock Option	$8.43							11/20/2007	11/20/2017	Common Stock	900		900	I	by wife
Stock Option	$8.59							11/18/2008	11/18/2018	Common Stock	4,800		4,800	D
Stock Option	$8.59							11/18/2008	11/18/2018	Common Stock	900		900	I	by wife
Stock Option	$9.62							11/17/2009	11/17/2019	Common Stock	6,600		6,600	D
Stock Option	$9.62							11/17/2009	11/17/2019	Common Stock	1,200		1,200	I	by wife
Stock Option	$12.42							11/16/2010	11/16/2020	Common Stock	6,600		6,600	D
Stock Option	$12.42							11/16/2010	11/16/2020	Common Stock	1,200		1,200	I	by wife
Stock Option	$13.19							11/15/2011⁽²⁾	11/15/2021	Common Stock	5,500		5,500	D
Stock Option	$13.19							11/15/2011⁽²⁾	11/15/2021	Common Stock	1,000		1,000	I	by wife

Explanation of Responses:

1. Husband and Wife

2. 20% of such grant will vest immediately and 20% will vest each year over the next 4 years.

3. Between 01/01/12 and 3/31/12 the reporting person acquired 192.741894 shares of ESB common stock under the ESB Financial Corporation 401(k) Plan.

4. Between 01/01/12 and 3/31/12 the reporting person wife acquired 60.227242 shares of ESB common stock under the ESB Financial Corporation 401(k) Plan.

Remarks:

	Frank D. Martz	04/04/2012
	** 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.
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