Basswood Capital Loaded Up On Astoria Financial Corp (AF) Stock Ahead Of Canceled Merger

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(c)  The principal business of the Management Company is to serve as investment manager or adviser to the BCM Funds and the managed accounts, and to control the investing and trading in securities of the BCM Funds and the managed accounts.  The principal business of each of Basswood Partners and Basswood Long Short GP is to serve as the general partner to the applicable BCM Funds.  The principal business of each of the Funds is investing and trading in securities.  The principal business of each of Matthew Lindenbaum and Bennett Lindenbaum is to act as the managing member of each of the Management Company, Basswood Partners and Basswood Long Short GP.
(d)  None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)  None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)  Each of Matthew Lindenbaum and Bennett Lindenbaum is a citizen of the United States of America.
Item 3.          Source and Amount of Funds or Other Consideration.
The BCM Funds and the managed accounts expended an aggregate of $82,289,156.51 (including commissions, if any) to acquire 4,820,674 of the 5,876,719 shares of Common Stock reported herein as beneficially owned by them.  In addition,1,056,045 of the shares of Common Stock held by BOP were acquired by it upon conversion of shares of the common stock of Long Island Bancorp (“LIB”) previously held by it in the merger of LIB with and into the Issuer (the “LIB Merger”).  The BCM Funds and the managed accounts effect purchases and hold securities primarily through margin accounts maintained for them with each of J.P. Morgan Securities LLC, Morgan Stanley & Co., State Street Bank and Trust Company, and BNP Paribas Prime Brokerage, which may extend margin credit to the BCM Funds and the managed accounts as and when required to open or carry positions in the margin accounts, subject to applicable Federal margin regulations, stock exchange rules and the firms’ credit policies.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
The 75,873 shares of Common Stock held by GSLP were acquired by it upon conversion of shares of the common stock of LIB previously held by it in the LIB Merger.  Such shares are held in a margin account maintained for GSLP with BNP Paribas Prime Brokerage, which may extend margin credit to GSLP as and when required to open or carry positions in the margin account, subject to applicable Federal margin regulations, stock exchange rules and the firm’s credit policies.  In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account.
Item 4.          Purpose of Transaction.
 Certain Funds and managed accounts initially acquired the shares of Common Stock reported herein (including the shares acquired in the LIB Merger) for the purpose of investment,

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