Edgar Filing: CATINO ANNETTE

Ownership Submission

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

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

CATINO ANNETTE

2. Issuer Name and Ticker or Trading Symbol
Northfield Bancorp, Inc. [NFBK]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

581 MAIN STREET, SUITE 810

3. Date of Earliest Transaction (Month/Day/Year)
01/24/2013

(Street)

WOODBRIDGE, NJ 07095

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	01/24/2013		A⁽¹⁾		87,710	A	$ 0	87,710	D
Common Stock	01/24/2013		A		2,500	A	$ 10	90,210	D
Common Stock	01/24/2013		A⁽¹⁾		9,820	A	$ 0	9,820	I	By IRA
Common Stock	01/24/2013		A		27,500	A	$ 10	37,320	I	By IRA
Common Stock	01/24/2013		A⁽¹⁾		140	A	$ 0	140	I	By SEP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options

$ 7.09 ⁽²⁾

01/24/2013

A⁽²⁾

97,220

01/30/2010

01/30/2019

Common Stock

97,220 ⁽³⁾

$ 0

97,220 ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
CATINO ANNETTE 581 MAIN STREET SUITE 810 WOODBRIDGE, NJ 07095	X

Signatures

/s/ Edward A. Quint, pursuant to power of attorney		01/28/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Pursuant to the Plan of Conversion and Reorganization of Northfield Bancorp, MHC, each share of Northfield Bancorp, Inc. (Federal corporation) was exchanged for 1.4029 shares of common stock of Northfield Bancorp, Inc. (Delaware corporation).
(2)	Pursuant to the Plan of Conversion and Reorganization of Northfield Bancorp, MHC, each option to purchase shares of common stock of Northfield Bancorp, Inc. (Federal corporation) was converted into an option to purchase shares of common stock of Northfield Bancorp, Inc. (Delaware corporation) by multiplying the number of shares subject to each option by the 1.4029 exchange ratio. The exercise price per share of each converted option was determined by dividing the exercise price of the option by the 1.4029 exchange ratio. All such converted options continue to vest based on their original terms.
(3)	Options to purchase shares of common stock vest at a rate of 20% per year commencing on January 30, 2010.

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