S&T BANCORP INC — Director's Dealing 2015

Mar 25, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: S&T BANCORP INC (STBA)
CIK: 0000719220
Period of Report: 2015-03-16

Reporting Person: BRICE TODD D (PRESIDENT, CEO & DIRECTOR)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-16	Common Stock	A	8035	$29.1151	Acquired	78363	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	7365.442	Indirect
Common Stock	4776	Indirect
Common Stock	96	Indirect
Common Stock	1379	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to Buy)	$37.855	2015-12-19	Common Stock (12500)	12500	Direct

Footnotes

F1: On March 16, 2015, 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 2015 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.