S&T BANCORP INC — Director's Dealing 2014

May 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: S&T BANCORP INC (STBA)
CIK: 0000719220
Period of Report: 2014-05-19

Reporting Person: Polley Malcolm Emerson (EXECUTIVE VICE PRESIDENT)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-19	Common Stock	A	2668	$23.19	Acquired	6407	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3639.646	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 May 19, 2014, the Compensaton and Benefits Committee of the Registrant's board of directors approved the grant of restricted stock under the S&T Bancorp, Inc. 2014 Incentive Plan for an incentive under the 2014 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 as a percentage 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 over the 10-day trading period ending 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 and Cumulative Total Shareholder Return performance over a three year period.