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Form 8-K STERLING BANCORP For: Dec 01

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December 3, 2014 12:45 PM EST


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 1, 2014

STERLING BANCORP
(Exact Name of Registrant as Specified in its Charter)

Delaware
�
001-35385
�
80-0091851
(State or Other Jurisdiction
of Incorporation)
�
(Commission File No.)
�
(I.R.S. Employer
Identification No.)

400 Rella Boulevard, Montebello, New York
�
10901
(Address of Principal Executive Offices)
�
(Zip Code)


Registrants telephone number, including area code:����(845) 369-8040

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
�
�
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
�
�
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
�
�
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
�
�


����


Item 5.04����Temporary Suspension of Trading Under Registrants Employee
Benefit Plans.

Sterling Bancorp (the Company) was notified on November 19, 2014, that as a result of the January 1, 2015 planned merger of the Sterling Bancorp/Sterling National Bank 401(k) Plan (Old Sterling Plan) into the Provident Bank 401(k) and Profit Sharing Plan (which will change its name to the Sterling Bank 401(k) and Profit Sharing Plan (New Sterling Plan), there will be a blackout period beginning at the end of the day on December 31, 2014, and ending by the end of the week of January 16, 2015. During the blackout period, participants in the Old Sterling Plan will be temporarily unable to direct or diversify investments in their individual accounts, including accounts that hold common stock of the Company or to obtain a loan or distribution from the Plan.

As a result of the foregoing, on December 1, 2014, the Company sent a Blackout Notice Concerning Limitations on Trading in Sterling Bancorp (Notice) to its directors and executive officers informing them that a blackout period with respect to directors and executive officers is expected to be in effect beginning at the end of the day on December 31, 2014, and ending by the end of the week of January 16, 2015.

The Notice was provided to the Companys directors and executive officers pursuant to the requirements of Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commissions Regulation BTR. A copy of the Notice is attached as Exhibit 99.1 to this current Report on Form 8-K and incorporated by reference herein.

Item 9.01����Financial Statements and Exhibits

(a)
�
Financial statements of businesses acquired. Not Applicable.
�
�
�
(b)
�
Pro forma financial information. Not Applicable.
�
�
�
(c)
�
Exhibits.

�
Exhibit No.
�
Description
�
�
�
�
�
99.1
�
Blackout Notice Concerning Limitations on Trading in Sterling Bancorp to Executive Officers and Directors of Sterling Bancorp



����


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

�
�
Sterling Bancorp, Inc.


Date: December 3, 2014
By:
/s/ Luis Massiani
�
�
Luis Massiani
�
�
Senior Executive Vice President and
Chief Financial Officer



����


EXHIBIT INDEX


�
Exhibit
�
Description
�
�
�
�
�
99.1
�
Blackout Notice Concerning Limitations on Trading in Sterling Bancorp to Executive Officers and Directors of Sterling Bancorp






����
EXHIBIT 99.1

Important Notice Concerning Limitations on
Trading in Sterling Bancorp Equity Securities
To:����Executive Officers and Directors of Sterling Bancorp (the Company)

From:����Luis Massiani, Senior Executive Vice President and Chief Financial Officer
Date:����December 1, 2014

1.
As you may know, a blackout period will be imposed due to the merger of the Sterling Bancorp/Sterling National Bank 401(k) Plan (Old Sterling Plan) into the Provident Bank 401(k) and Profit Sharing Plan effective January 1, 2015. The Provident Plan will change its name to the Sterling Bank 401(k) and Profit Sharing Plan (New Sterling Plan). This blackout period, described in more detail below, is necessary in order to transfer the assets, recordkeeping and other services related to the Old Sterling Plan to the New Sterling Plan. Under the Sarbanes-Oxley Act of 2002 and SEC Regulation BTR, the executive officers and directors of the Company will generally be prohibited from engaging in transactions involving Company equity securities (including options and other derivatives based on Company stock) during this blackout period.
2.
During the blackout period participants in the Old Sterling Plan will be temporarily unable to (i) change investments under the Plan, including, but not limited to Company stock, and (ii) take distributions or loans from the Plan.
3.
The blackout period is expected to begin at the end of the day on December 31, 2014, and be completed by the end of the week of January 16, 2015, provided, however, that the blackout period may be extended due to events that are beyond the control of the Company. We will notify you of any changes that affect the dates of the blackout period. In addition, you can confirm the status of the blackout period by contacting Jean Strella at [email protected] by calling (845) 369-8086.
4.
Generally, during the blackout period, you are prohibited from directly or indirectly, purchasing, selling or otherwise transferring any equity security of the Company that you acquired in connection with your service as an executive officer or director. Equity securities are defined broadly to include options and other derivatives. Covered transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest.
5.
The prohibition covers securities acquired in connection with service as a director or executive officer. This includes, among other things, securities acquired under a compensatory plan or contract (such as under a stock option, or a restricted stock grant), as a direct or indirect inducement to employment or joining the Board of Directors, in transactions between the individual and the company, and as director qualifying shares. Securities acquired outside of an individuals service as a director or executive officer (such as shares acquired when the


EXHIBIT 99.1

person was an employee but not yet an executive officer) are not covered. However, if you hold both covered shares and non-covered shares, any shares that you sell will be presumed to come first from the covered shares unless you can identify the source of the sold shares and show that you use the same identification for all related purposes (such as tax reporting and disclosure requirements).
6.
The following are examples of transactions that you may not engage in during the blackout period:
"
Exercising stock options granted to you in connection with your service as a director or executive officer;
"
Selling Company stock that you acquired by exercising options;
"
Selling Company stock that you originally received as a restricted stock grant.
7.
There are certain exemptions, including:
"
Purchases or sales under 10b5-1(c) trading plans (so long as you do not make or modify your election during the blackout period or at a time when you are aware of the actual or approximate dates of the blackout);
"
Bona fide gifts, bequests and transfers pursuant to domestic relations orders.
8.
If you engage in a transaction that violates these rules, you can be required to disgorge your profits from the transaction, and you are subject to civil and criminal penalties.
The rules summarized above are complex, and the criminal and civil penalties that could be imposed upon executive officers and directors who violate them could be severe.
We therefore request that you contact Jean Strella at [email protected] or by calling (845) 369-8086 before engaging in any transaction involving Company stock or derivatives based on Company stock during the blackout period, or if you believe that any such transaction in which you have a pecuniary interest may occur during the blackout period.

2

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