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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Giambrone Robert 		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
_____ Officer (give title below)      _____ Other (specify below)
Former Director
(Last)          (First)          (Middle)

ONE ASTORIA BANK PLAZA 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/2/2017
(Street)

LAKE SUCCESS, NY 11042
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   10/2/2017     D    2000.00   D   (1) (2) 0.00   I   (3) RSA  
Common Stock   10/2/2017     D    2988.00   D   (1) (2) 0.00   I   (4) RSA  
Common Stock   10/2/2017     D    664.00   D   (1) (2) 0.00   I   (5) RSA  
Common Stock   10/2/2017     D    2391.00   D   (1) (2) 0.00   I   (6) RSA  
Common Stock   10/2/2017     D    531.00   D   (1) (2) 0.00   I   (7) RSA  
Common Stock   10/2/2017     D    1800.00   D   (1) (2) 0.00   I   (8) Family Member  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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

Explanation of Responses:
(1)  Disposed of pursuant to the merger agreement between the Issuer and Sterling Bancorp ("Sterling"), dated March 6, 2017 (the "Merger Agreement"), pursuant to which the Issuer was merged with and into Sterling on October 2, 2017 (the "Effective Time"). Pursuant to the Merger Agreement, as of the Effective Time, (i) each issued and outstanding share of the Issuer's common stock was converted into the right to receive 0.875 of a share of Sterling common stock and cash in lieu of fractional shares (the "Merger Consideration"), and (ii) each outstanding restricted stock award and restricted stock unit award fully vested and was cancelled and converted automatically into the right to receive the Merger Consideration in respect of each share of the Issuer's common stock underlying such award.
(2)  As of the Effective Time, the Sterling common stock had a market value of $24.85 per share. As a result of the merger, the Reporting Person no longer beneficially owns directly or indirectly any shares of the Issuer's common stock.
(3)  Represents award of restricted stock dated July 22, 2015 pursuant to the 2007 Non-Employee Director Stock Plan (the "2007 Plan").
(4)  Represents award of restricted stock dated February 1, 2016 pursuant to the 2007 Plan.
(5)  Represents discretionary grant on February 1, 2016 of restricted stock pursuant to the 2007 Plan.
(6)  Represents award of restricted stock dated January 30, 2017 pursuant to the 2007 Plan.
(7)  Represents discretionary grant on January 30, 2017 of restricted stock pursuant to the 2007 Plan.
(8)  This represents indirect ownership of shares owned by the mother of Mr. Giambrone which are held in a stock trade account.

Remarks:
POWER OF ATTORNEY


I hereby authorize and designate Monte N. Redman,
Alan P. Eggleston, David J. DeBaun, Michele M. Weber,
Theodore S. Ayvas, Frank E. Fusco, Yvonne Schade,
Javier Evans, and Deborah J. Dusel, or any one of them
acting as agent and attorney-in-fact, with full power of
substitution, to:

(1) Prepare and sign on my behalf any Form 3,
Form 4 or Form 5 pursuant to Section 16 of the
Securities Exchange Act of 1934, as amended,
and file the same with the Securities
Exchange Commission, NYSE and
each stock exchange on which Astoria
Financial Corporation's common stock or
other securities are listed, as required by law;

(2) Prepare and sign on my behalf any Form 144
pursuant to the Securities Act of 1933, as
amended, and file the same with the Securities
Exchange Commission, NYSE and
each stock exchange on which Astoria
Financial Corporation's common stock or
other securities are listed, as required by law; and

(3) Do anything else necessary or proper in
connection with the foregoing.

This Power of Attorney shall not be affected by my subsequent
disability or incompetence.

Date: August 24, 2016

Robert S. Giambrone

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Giambrone Robert
ONE ASTORIA BANK PLAZA
LAKE SUCCESS, NY 11042


Former Director

Signatures
Robert S. Giambrone by Deborah J. Dusel, attorney-in-fact 10/3/2017
** 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 control number.
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