XNYS:AF Astoria Financial Corporation Insider Activity 4 Filing - 8/3/2012

Effective Date 8/3/2012

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
EGGLESTON ALAN P
  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)
SrEVP,Secyand ChiefRiskOfficer
(Last)
(First)
(Middle)
ONE ASTORIA FEDERAL PLAZA
3. Date of Earliest Transaction (Month/Day/Year)
08/03/2012
(Street)

LAKE SUCCESS, NY US 11042
4. If Amendment, Date 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
(City)
(State)
(Zip)
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               45,538.18 I(1) ESOP
Common Stock               20,915.67 I(2) 401(k)
Common Stock               26,400 I(3) RSA
Common Stock               32,724 I(4) RSA
Common Stock               37,260 I(5) RSA
Common Stock               43,264 I(6) RSA
Common Stock 08/03/2012   S   30,000 D $9.5434(10) 172,741 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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(7) $18             01/10/2006 12/17/2012 Common Stock 5,554   5,554 D  
Non-Statutory Stock Option(7) $18             01/10/2006 12/17/2012 Common Stock 115,946   115,946 D  
Non-Statutory Stock Option(8) $24.4             12/22/2005 12/16/2013 Common Stock 4,098   4,098 D  
Non-Statutory Stock Option(8) $24.4             12/22/2005 12/16/2013 Common Stock 84,402   84,402 D  
Non-Statutory Stock Option(8) $26.6267             12/22/2005 12/14/2014 Common Stock 3,754   3,754 D  
Non-Statutory Stock Option(8) $26.6267             12/22/2005 12/14/2014 Common Stock 116,246   116,246 D  
Non-Statutory Stock Option(9) $29.02             01/09/2009 12/20/2012 Common Stock 103,800   103,800 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
EGGLESTON ALAN P
ONE ASTORIA FEDERAL PLAZA
LAKE SUCCESS, NY US 11042
      SrEVP,Secyand ChiefRiskOfficer  

Signatures

 Alan P. Eggleston   08/06/2012
** Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares allocated to Mr. Eggleston's account under the Astoria Federal Savings and Loan Association Employee Stock Ownership Plan ("ESOP") as of June 30, 2012 and held in the ESOP Trust.
(2) Represents shares held in the Employer Stock Fund of the Astoria Incentive Savings Plan ("401(k) Plan") for the account of Mr. Eggleston as of June 30, 2012. Shares are held in the 401(k) Plan Trust.
(3) Represents award of restricted stock dated January 28, 2008 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The restricted stock will vest on January 28, 2013 or, if earlier, upon the death, Disability or Change of Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of his employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon his termination of the employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.
(4) Represents award of restricted stock dated February 2, 2009 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The shares of restricted stock will vest as follows: 16,362 shares on December 17, 2012 and 16,362 shares on December 16, 2013 or, if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of his employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon his termination of employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.
(5) Represents award of restricted stock dated February 1, 2010 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The shares of restricted stock will vest as follows: 12,420 shares on December 14, 2012, 12,420 shares on December 16, 2013 and 12,420 shares on December 15, 2014 or, if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of his employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon his termination of employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.
(6) Represents award of restricted stock dated January 31, 2011 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The shares of restricted stock will vest as follows: 10,816 shares on December 14, 2012, 10,816 shares on December 16, 2013 , 10,816 shares on December 15, 2014, and 10,816 shares on December 14, 2015 or, if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of his employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon his termination of employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.
(7) Options were granted pursuant to the 1999 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1999 Plan.
(8) Options were granted pursuant to the 2003 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 2003 Plan.
(9) Options were granted pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan.
(10) This transaction was executed in multiple trades at prices ranging from $9.53 to $9.5601. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

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XNYS:AF Astoria Financial Corporation Insider Activity 4 Filling

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XNYS:AF Astoria Financial Corporation Insider Activity 4 Filing - 8/3/2012
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