S&T BANCORP INC — Director's Dealing 2012

Mar 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: S&T BANCORP INC (STBA)
CIK: 0000719220
Period of Report: 2012-03-19

Reporting Person: Polley Malcolm Emerson (EXECUTIVE VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-19	Common Stock	A	2104	$22.335	Acquired	5643	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2124	Indirect
Common Stock	99	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to Buy)	$37.855	2015-12-19	Common Stock (8000)	8000	Direct

Footnotes

F1: 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.