S&T BANCORP INC — Director's Dealing 2011

Mar 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: S&T BANCORP INC (STBA)
CIK: 0000719220
Period of Report: 2011-03-21

Reporting Person: KOCHVAR MARK (EXEC VICE PRESIDENT & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-21	Common Stock	A	2466	$21.245	Acquired	10659	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15110	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to Buy)	$24.40	2011-12-17	Common Stock (10000)	10000	Direct
Stock Options (Right to Buy)	$29.965	2013-12-15	Common Stock (6500)	6500	Direct
Stock Options (Right to Buy)	$37.08	2014-12-20	Common Stock (6500)	6500	Direct
Stock Options (Right to Buy)	$37.855	2015-12-19	Common Stock (6500)	6500	Direct

Footnotes

F1: On March 21, 2011, the Compensation and Benefits Committee of the Registrant's board of directors approved the grant of restricted stock under the S&T Bancorp, Inc. Long Term Incentive Plan. The actual number of shares granted and communicated to the recipient 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. In addition, shares will vest, subject to the restrictions of Section 30.10 of 31 C.F.R. Part 30, an interim final regulation promulgated by the United States Department of Treasury governing executive compensation for recipients of financial assistance under the Troubled Assets Relief Program.