UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)	October 224, 2012
FLATBUSH FEDERAL BANCORP, INC.
(Exact name of registrant as specified in its charter)
Federal	000-50377	11-3700733
(State or other jurisdiction	(Commission File Number)	(IRS Employer ID No.)
of incorporation)
2146 Nostrand Avenue, Brooklyn, New York		11210
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code	(718) 859-6800
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

S£ Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 85.~~01.~~07 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

~~This~~On ~~Form~~October ~~8-K~~24, is2012, ~~being~~the ~~filed~~Registrant ~~pursuant~~held to a ~~memorandum~~ special meeting of ~~understanding~~its ~~regarding~~stockholders ~~the~~in ~~settlement~~Brooklyn, ofNew ~~certain~~York ~~litigation~~in ~~relating~~connection towith the Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 13, 2012, by and among (i) Northfield Bank, Northfield Bancorp, Inc. (“Northfield Bancorp”) and Northfield Bancorp, MHC (“Northfield MHC”) and (ii) Flatbush Federal Savings & Loan Association, Flatbush Federal Bancorp, Inc. (“Flatbush Bancorp”) and Flatbush Federal Bancorp, MHC, (“Flatbush MHC”) as amended, pursuant to which Flatbush Federal Savings & Loan Association would be merged with and into Northfield Bank (the “Bank Merger”), Flatbush Bancorp would be merged with and into Northfield Bancorp (the “Mid-Tier Merger”) and Flatbush MHC would be merged with and into Northfield MHC (the “MHC Merger”, and together with the Bank Merger and Mid-Tier Merger, the “~~Proposed~~ Mergers”).

AsAt ~~previously~~the ~~disclosed~~special inmeeting, the ~~definitive proxy~~Registrant’s ~~statement/prospectus~~stockholders ~~filed~~were ~~with~~asked ~~the~~to ~~Securities~~consider and ~~Exchange~~vote ~~Commission~~upon: (~~the “SEC”~~i) ~~by Northfield Bancorp on September 21, 2012 (~~the ~~“Proxy~~approval ~~Statement/Prospectus”),~~and onadoption ~~March 26, 2012, a Flatbush Bancorp stockholder filed a putative class action lawsuit on behalf~~ of ~~Flatbush Bancorp shareholders in~~ the ~~Supreme~~Merger ~~Court~~Agreement; of(ii) the ~~State of New York~~approval, ~~County of Kings,~~on ~~against~~a ~~Flatbush~~non-binding ~~Bancorp,~~advisory ~~Flatbush MHC~~basis, ~~each member~~ of ~~the~~certain ~~Flatbush~~compensation ~~Bancorp~~payable ~~board~~under ofexisting ~~directors~~agreements ~~and~~that ~~Northfield Bancorp and Northfield MHC (~~the ~~“Action”).~~named ~~The~~executive ~~complaint~~officers ~~was~~of ~~amended June 28, 2012. The case is captioned Robert H. Elburn et. al.~~the v.Registrant ~~Jesus~~would R.receive ~~Adia,~~from D.the ~~John~~Registrant ~~Antoniello,~~in ~~Patricia~~connection A.with ~~McKinley~~the ~~Scanlan~~Mergers, ~~Alfred S. Pantaleone, Charles J. Vorbach, Michael J. Lincks, Flatbush Federal Bancorp, Inc., Flatbush Federal Bancorp, MHC, Northfield Bancorp, Inc.~~ and ~~Northfield~~(iii) ~~Bancorp,~~if ~~MHC.~~necessary ~~The~~or ~~amended complaint alleges~~appropriate, ~~among other things, that~~ the ~~Flatbush Bancorp board~~ approval of ~~directors~~an ~~breached~~adjournment ~~its~~or ~~fiduciary~~postponement ~~duties~~of bythe ~~agreeing~~special ~~to inadequate consideration~~meeting, ~~engaging~~including ~~in a process that involved conflicts of interest and by failing~~ to ~~disclose~~solicit ~~certain~~additional ~~material facts~~proxies ~~to Flatbush Bancorp stockholders~~ in afavor ~~registration~~of ~~statement filed with~~ the ~~Securities~~Merger ~~and Exchange Commission on June 15,~~Agreement ~~2012~~proposal. ~~The complaint also alleges that Flatbush Bancorp, Flatbush MHC, Northfield Bancorp and Northfield MHC aided and abetted the Flatbush Bancorp board of directors’ breaches of fiduciary duties.~~

OnThe ~~October~~Merger 2,Agreement ~~2012,~~proposal was ~~defendants~~approved ~~and~~by ~~plaintiff entered~~more ~~into~~than atwo-thirds ~~memorandum~~ of ~~understanding with~~ the ~~Plaintiff~~Company’s ~~regarding~~outstanding ~~the~~common ~~settlement~~shares, ofper the ~~Action~~results below.

Defendants continue to deny the allegations set forth in the amended complaint; however, to avoid the risk of the Action delaying or adversely affecting the Proposed Mergers and to minimize the expense and disruption that defending the Action would engender, Flatbush Bancorp, while not admitting that it committed any disclosure violations, agreed, pursuant to the terms of the proposed settlement, to provide certain additional disclosures related to the Proposed Mergers. The disclosures are contained in the Proxy Statement/Prospectus that was mailed to stockholders on or about September 21, 2012. Subject to completion of certain confirmatory discovery by counsel to plaintiff, the memorandum of understanding contemplates that the parties will enter into a stipulation of settlement. The stipulation of settlement will be subject to customary conditions, including court approval following notice to Flatbush Bancorp’s stockholders. In the event that the parties enter into a stipulation of settlement, a hearing will be scheduled at which time the Supreme Court of the State of New York will consider the fairness, reasonableness, and adequacy of the settlement. From the time of execution of the memorandum of understanding and while the Court is considering the settlement, the Action will be stayed and the plaintiff has agreed that he will not move or seek to obtain a temporary restraining order or injunction to delay, halt or postpone the stockholders’ vote on the Proposed Mergers or the consummation of the Proposed Mergers. If the settlement is finally approved by the Supreme Court of the State of New York, it will resolve and release all claims in all actions that were or could have been brought challenging any aspect of the Proposed Mergers, the Merger Agreement, and any disclosure made in connection therewith, pursuant to terms that will be disclosed to stockholders prior to final approval of the settlement. The proposed settlement will not affect the amount of the merger consideration that Flatbush Bancorp’s stockholders are entitled to receive in the Mid-Tier Merger.

For		Against		Abstain
2,202,984		232,863		2,088

InMore ~~addition,~~than ~~in connection with the settlement, the parties contemplate that plaintiff’s counsel will file~~ a ~~petition~~majority ~~in the Supreme Court~~ of the ~~State of New York for an~~Company’s ~~award~~common ofshares ~~attorneys’~~held ~~fees and expenses to be paid~~ by ~~Flatbush~~holders, ~~Bancorp~~other orthan ~~its successor. Defendants and plaintiffs will negotiate in good faith regarding the appropriate amount of attorneys’ fees to be paid by~~ Flatbush orFederal ~~its successor in interest if the Proposed Mergers are consummated. The fees are subject to Court approval and will not be deducted from merger consideration. Defendants~~Bancorp, ~~however~~MHC, ~~have~~also ~~reserved~~approved the ~~right~~Merger toAgreement ~~challenge~~proposal, ~~any~~per ~~request for an award of attorneys’ fees and expenses. There can be no assurance that~~ the ~~parties will ultimately enter into a stipulation of settlement or that the Supreme Court of the State~~results ofbelow, ~~New~~which ~~York~~do ~~will~~not ~~approve~~include the ~~settlement~~shares ~~even~~voted ifby ~~the~~Flatbush ~~parties~~Federal ~~were to enter into such stipulation. In such event~~Bancorp, ~~the proposed settlement as contemplated by the memorandum of understanding may be terminated~~MHC.

Additional Information and Where to Find It

For		Against		Abstain
718,776		232,863		2,088

~~In connection with the Proposed Mergers~~Accordingly, ~~Northfield Bancorp has filed with~~ the ~~SEC,~~Merger ~~and~~Agreement ~~the~~proposal ~~SEC~~was ~~declared effective on September 20, 2012, a registration statement on Form S-4, which includes the Proxy Statement/Prospectus, as well as other relevant documents concerning the Proposed Mergers~~adopted. The Proxy Statement/Prospectus constitutes a proxy statement of Flatbush Bancorp and also a prospectus of Northfield Bancorp, and provides details regarding the Proposed Mergers and the attendant benefits and risks. A copy of the definitive Proxy Statement/Prospectus, along with a form of proxy, has been mailed to the stockholders of record of Flatbush Bancorp as of September 12, 2012. This communication is not a substitute for the Proxy Statement/Prospectus or any other document that Northfield Bancorp or Flatbush Bancorp may file with the SEC or send to their respective stockholders regarding the Proposed Mergers. YOU ARE STRONGLY URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AS THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING THE PROPOSED MERGERS.

AThe ~~free~~non-binding ~~copy~~advisory vote ofon ~~the~~executive ~~Proxy~~compensation ~~Statement/Prospectus, as~~was ~~well~~approved asby ~~other~~the ~~filings~~holders ~~containing~~of ~~information~~a ~~about~~majority ~~Northfield~~of ~~Bancorp~~the ~~and~~shares ~~Flatbush~~of ~~Bancorp,~~the ~~may~~Registrant’s becommon ~~obtained~~stock ~~after their filing~~voted thereon at the ~~SEC’s~~special ~~Internet~~meeting ~~site~~ (~~http://www.sec.gov).~~without Inregard ~~addition,~~to ~~free~~broker ~~copies~~nonvotes ofor ~~documents~~proxies ~~filed~~marked ~~with~~“Abstain”). ~~the~~The ~~SEC~~results ~~may~~of ~~be obtained~~the voting on the ~~respective~~proposal ~~websites~~are ofset ~~Northfield~~forth ~~Bancorp and Flatbush Bancorp at www.enorthfield.com and www.flatbush.com.~~below:

Participants in Solicitation

For		Against		Abstain
2,127,367		303,672		6,896

~~Northfield~~The ~~Bancorp~~adjournment ~~and Flatbush Bancorp and~~proposal ~~their~~was ~~respective~~approved ~~directors~~by ~~and~~the ~~executive~~holders ~~officers~~of ~~may~~a bemajority ~~deemed~~of ~~to be participants in~~ the ~~solicitation~~shares of ~~proxies~~the ~~from Flatbush Bancorp~~Registrant’s ~~stockholders~~common instock ~~connection~~voted ~~with~~thereon ~~the~~at ~~Proposed Mergers. Information about~~ the ~~directors~~special ~~and executive officers of~~meeting ~~Northfield~~(without ~~Bancorp~~regard ~~and~~to ~~Flatbush~~broker ~~Bancorp~~nonvotes ~~and~~or ~~information~~proxies ~~about~~marked ~~other~~“Abstain”). ~~persons~~As ~~who~~there ~~may~~were besufficient ~~deemed~~votes ~~participants~~to inapprove ~~this~~the ~~solicitation~~Merger ~~are~~Agreement ~~included~~proposal inat the ~~Proxy~~special ~~Statement/Prospectus~~meeting, ~~and other relevant materials filed with~~ the ~~SEC~~Registrant ~~regarding~~did ~~the~~not ~~proposed~~take ~~transaction. Information~~any ~~about~~action ~~Northfield~~to ~~Bancorp’s~~adjourn ~~executive~~or ~~officers~~postpone ~~and directors can be found in Northfield Bancorp’s definitive proxy statement in connection with its 2012 Annual Meeting of Stockholders filed with~~ the ~~SEC~~special ~~on April 9, 2012~~meeting. ~~Information about~~The ~~Flatbush~~results ~~Bancorp’s executive officers and directors can be found in Flatbush Bancorp’s definitive proxy statement in connection with its 2012 Annual Meeting~~ of ~~Stockholders filed with~~ the ~~SEC~~voting on ~~May~~the 2,adjournment ~~2012.~~proposal ~~Free~~are ~~copies~~set offorth ~~these documents can be obtained from the sources indicated above.~~below:

SIGNATURES

For		Against		Abstain
2,224,917		210,244		2,774

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.~~SIGNATURES

~~FLATBUSH~~Pursuant ~~FEDERAL~~to ~~BANCORP~~the requirements of the Securities Exchange Act of 1934, ~~INC.~~the ~~By:~~registrant ~~/s/~~has ~~Jesus~~duly R.caused ~~Adia~~this ~~Jesus~~report R.to ~~Adia~~be ~~President~~signed ~~and~~on ~~Chief~~its ~~Executive~~behalf ~~Officer~~by the undersigned, hereunto duly authorized.

~~DATE:~~FLATBUSH ~~October~~FEDERAL 3BANCORP, ~~2012~~INC. By: /s/ Jesus R. Adia Jesus R. Adia President and Chief Executive Officer

DATE: October 24, 2012

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