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~~November 242, 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)

£ 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 52.0701 ~~Submission~~Completion of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

On ~~October~~November 242, 2012, ~~the~~Flatbush ~~Registrant~~Federal ~~held~~Bancorp, aInc. ~~special~~(“Flatbush Federal ~~meeting~~Bancorp”) ofwas ~~its~~acquired ~~stockholders~~via inmerger ~~Brooklyn~~by Northfield Bancorp, ~~New~~Inc. ~~York~~(the in“Merger”) ~~connection~~pursuant ~~with~~to 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 “Mergers”).

AtItem ~~the~~3.01 ~~special~~Notice ~~meeting,~~of ~~the~~Delisting ~~Registrant’s stockholders~~or ~~were~~Failure ~~asked~~ to ~~consider~~Satisfy ~~and vote upon: (i) the approval and adoption of the Merger Agreement; (ii) the approval, on~~ a ~~non-binding~~Continued ~~advisory~~Listing ~~basis,~~Rule ~~of certain compensation payable under existing agreements that the named executive officers of the Registrant would receive from the Registrant in connection with the Mergers, and (iii) if necessary~~ or ~~appropriate,~~Standard; ~~the~~Transfer ~~approval~~ of ~~an adjournment or postponement of the special meeting, including to solicit additional proxies in favor of the Merger Agreement proposal.~~ Listing

~~The~~We ~~Merger~~have ~~Agreement~~notified ~~proposal was~~FINRA ~~approved~~of byour ~~more~~intention ~~than~~to ~~two-thirds~~delist ofour stock from the ~~Company’s~~OTC ~~outstanding~~Bulletin ~~common~~Board ~~shares,~~as ~~per~~of ~~the~~November 2, ~~results below~~2012.

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

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein.

~~More~~Item ~~than~~3.03 aMaterial ~~majority~~Modification ofto ~~the~~Rights ~~Company’s common~~of ~~shares~~Security ~~held by holders, other than Flatbush Federal Bancorp, MHC, also approved the Merger Agreement proposal, per the results below, which do not include the shares voted by Flatbush Federal Bancorp, MHC.~~Holders

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

Upon completion of the Merger, outstanding shares of Flatbush Federal Bancorp common stock were converted into the right to receive 0.4748 shares of Northfield Bancorp.

~~Accordingly,~~The ~~the~~information ~~Merger~~set ~~Agreement~~forth ~~proposal~~in ~~was~~Item ~~adopted~~2.01 of this Current Report on Form 8-K is incorporated by reference herein.

~~The~~Item ~~non-binding~~5.01 ~~advisory vote~~Changes onin ~~executive~~Control ~~compensation was approved by the holders~~ of ~~a majority of the shares of the~~ Registrant~~’s common stock voted thereon at the special meeting (without regard to broker nonvotes or proxies marked “Abstain”). The results of the voting on the proposal are set forth below:~~

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

Upon completion of the Merger on November 2, 2012, Flatbush Federal Bancorp merged with and into Northfield Bancorp and, accordingly, a change in control of the Registrant occurred.

The ~~adjournment~~information ~~proposal was~~set ~~approved~~forth byin ~~the~~Item ~~holders~~2.01 of athis ~~majority~~Current ofReport ~~the shares of the Registrant’s common stock voted thereon at the special meeting~~on ~~(without~~Form ~~regard~~8-K tois ~~broker~~incorporated ~~nonvotes~~by orreference ~~proxies marked “Abstain”)~~herein. As there were sufficient votes to approve the Merger Agreement proposal at the special meeting, the Registrant did not take any action to adjourn or postpone the special meeting. The results of the voting on the adjournment proposal are set forth below:

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

SIGNATURES

~~SIGNATURES~~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.

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

~~FLATBUSH~~DATE: ~~FEDERAL~~November ~~BANCORP~~2, ~~INC. By: /s/ Jesus R. Adia Jesus R. Adia President and Chief Executive Officer~~2012

DATE: October 24, 2012

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