S&T Bancorp, Inc.
S&T BANCORP INC (Form: 4, Received: 03/21/2012 13:56:04)
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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

KOCHVAR MARK
2. Issuer Name and Ticker or Trading Symbol

S&T BANCORP INC [ STBA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
SR EXEC VICE PRESIDENT & CFO
(Last)          (First)          (Middle)

800 PHILADELPHIA STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

3/19/2012
(Street)

INDIANA, PA 15701
(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   3/19/2012     A (1)    2489   A $22.335   13148   D    
Common Stock   3/19/2012     A (2)    1473   A $22.335   14621   D    
Common Stock                  16542.53   I   401-k  

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
Stock Options (Right to Buy)   $29.965                    1/1/2005   12/15/2013   Common Stock   6500     6500   D    
Stock Options (Right to Buy)   $37.08                    1/1/2006   12/20/2014   Common Stock   6500     6500   D    
Stock Options (Right to Buy)   $37.855                    1/1/2007   12/19/2015   Common Stock   6500     6500   D    

Explanation of Responses:
( 1)  On March 19, 2012, the Compensaton and Benefits Committee of the Registrant's board of directors approved the grant of restricted stock under the S&T Bancorp, Inc. 2003 Incentive Stock Plan for an incentive under the S&T Bancorp, Inc. Long Term Incentive Plan. The actual number of shares granted and communicated to the Reporting Person was determined based on the target incentive payout, which is 20% of the Reporting Person's base salary on the grant date divided by the average of the high and low prices of S&T Bancorp, Inc. common stock on the grant date. One half of the shares will be earned based on remaining with S&T for three years. The other half will be earned based on S&T's Return on Average Equity performance over a three year period.
( 2)  On March 19, 2012, the Compensation and Benefits Committee of the Registrant's board of directors approved the grant of restricted stock under the S&T Bancorp, Inc. 2003 Incentive Stock Plan, due to the achievement of the Registrant's corporate performance goals and the Reporting Person's individual performance goals under the S&T Management Incentive Plan for 2011. Shares will vest 100% on March 19, 2014.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KOCHVAR MARK
800 PHILADELPHIA STREET
INDIANA, PA 15701


SR EXEC VICE PRESIDENT & CFO

Signatures
/s/ Timothy P. McKee P.O.A. for Mark Kochvar 3/21/2012
** 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).
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