Ralph F. Palleschi - Jan 31, 2022 Form 4 Insider Report for STERLING BANCORP (STL)

Role: Director
Signature: /s/ Ralph F. Palleschi
Stock symbol: STL
Transactions as of: Jan 31, 2022
Transactions value $: $0
Form type: 4
Date filed: 2/2/2022, 08:44 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	STL	Common Stock	Disposed to Issuer		-3.43K	-100%		0	Jan 31, 2022	Direct	F1, F2, F3
transaction	STL	Common Stock	Disposed to Issuer		-83.6K	-100%		0	Jan 31, 2022	By Ralph F. Palleschi 1998 Family Trust	F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Ralph F. Palleschi is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Consists of 3,433 restricted stock awards of the Issuer (the "Issuer RSAs").
F2	Disposed of pursuant to the Merger Agreement between Issuer and Webster Financial Corporation ("Webster"), dated April 18, 2021 (the "Merger Agreement"), for total stock consideration of 1,589 shares of new Webster common stock. Pursuant to the terms of the Merger Agreement, at the effective time of the merger between Issuer and Webster (the "Effective Time"), each share of Issuer common stock issued and outstanding immediately prior to the Effective Time was converted into the right to receive 0.4630 shares of Webster common stock. All fractional share holdings were paid in cash. The Merger closed on January 31, 2022. On January 31, 2022, the closing price of the Issuer was $26.29, and the closing price of Webster was $56.81.
F3	Pursuant to the terms of the Merger Agreement, at the Effective Time, the Issuer RSAs vested and were cancelled and converted into the number of shares of Webster common stock equal to the product of (A) the number of shares of Issuer common stock subject to such Issuer RSAs immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, with any fractional shares paid in cash.
F4	Disposed of pursuant to the Merger Agreement, for total stock consideration of 38,697 shares of new Webster common stock, as further described above.