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, 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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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^*

KEEGAN GERARD C

(Last)

(First)

(Middle)

ONE ASTORIA FEDERAL PLAZA

(Street)

LAKE SUCCESS

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)
Vice Chairman&Chief Admin Off

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2009

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	01/09/2009		J		13,150	D	$0	0	I ^{( 1 )}	RSA Vest
Common Stock	01/12/2009		F		2,895	D	$14.74	0	D ^{( 2 )}
Common Stock	01/12/2009		F		1,200	D	$14.79	0	D ^{( 2 )}
Common Stock	01/12/2009		F		800	D	$14.8	0	D ^{( 2 )}
Common Stock	01/09/2009		J		8,255	A	$15.31 ^{( 3 )}	136,707	D ^{( 1 )}
Common Stock								21,490.5	I ^{( 4 )}	ESOP
Common Stock								22,800	I ^{( 5 )}	RSA
Common Stock								32,700	I ^{( 6 )}	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)
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)
Incentive Stock Option ^{( 7 )}	$16.5625							01/10/2004	12/19/2010	Common Stock	6,036		6,036	D
Non-Statutory Stock Option ^{( 7 )}	$16.5625							01/10/2004	12/19/2010	Common Stock	113,964		113,964	D
Incentive Stock Option ^{( 7 )}	$16.8333							01/10/2005	12/18/2011	Common Stock	5,940		5,940	D
Non-Statutory Stock Option ^{( 7 )}	$16.8333							01/10/2005	12/18/2011	Common Stock	102,060		102,060	D
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	136,946		136,946	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	97,902		97,902	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	140,246		140,246	D
Non-Statutory Stock Option ^{( 9 )}	$29.02							01/09/2009	12/20/2012	Common Stock	122,900		122,900	D

Explanation of Responses:

1. Represents 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 1/9/2009. The transaction represents a change in the form of beneficial ownership from indirect to direct.

2. In accordance with a Rule 10b5-1 Sales Plan, shares were sold for taxes due at vest.

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

4. 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, 2008 and held in the ESOP Trust.

5. 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.

6. 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.

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.

	Gerard C. Keegan	01/13/2009
	** Signature of Reporting Person	Date
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