Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Jin Jeoung
   2. Issuer Name and Ticker or Trading Symbol
FLUSHING FINANCIAL CORP [FFIC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last)
(First)
(Middle)
1979 MARCUS AVENUE, SUITE E140		 3. Date of Earliest Transaction (Month/Day/Year)
03/06/2014
(Street)

LAKE SUCCESS, NY 11042		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/06/2014   M   1,500 (1) A $ 16.77 20,999 D  
Common Stock 03/06/2014   M   1,500 (1) A $ 17.88 22,499 D  
Common Stock 03/06/2014   M   1,500 (1) A $ 16.44 23,999 D  
Common Stock 03/06/2014   M   3,000 (1) A $ 16.65 26,999 D  
Common Stock 03/06/2014   M   3,000 (1) A $ 19.37 29,999 D  
Common Stock 03/06/2014   M   880 (1) A $ 8.44 30,879 D  
Common Stock 03/06/2014   F   9,952 (2) D $ 21.06 20,927 D  
Common Stock               27,206 (3) I 401k

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option Exercise (Right to Buy) $ 16.77 03/06/2014   M     1,500   (1) 06/14/2014 Common Stock 1,500 $ 16.77 0 D  
Employee Stock Option (Right to Buy) $ 17.88 03/06/2014   M     1,500   (1) 06/20/2015 Common Stock 1,500 $ 17.88 0 D  
Employee Stock Option (Right to Buy) $ 16.44 03/06/2014   M     1,500   (1) 06/19/2016 Common Stock 1,500 $ 16.44 0 D  
Employee Stock Option (Right to Buy) $ 16.65 03/06/2014   M     3,000   (1) 06/18/2017 Common Stock 3,000 $ 16.65 0 D  
Employee Stock Option (Right to Buy) $ 19.37 03/06/2014   M     3,000   (1) 06/16/2018 Common Stock 3,000 $ 19.37 0 D  
Stock Option Exercise (Right to buy) $ 8.44 03/06/2014   M     880   (1) 01/29/2019 Common Stock 880 $ 8.44 0 D  
Phantom Stock Units (4)               (4)   (4) Common Stock 716   716 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Jin Jeoung
1979 MARCUS AVENUE
SUITE E140
LAKE SUCCESS, NY 11042		       Executive Vice President  

Signatures

 Signed by Russell A. Fleishman under Power of Attorney by Jeoung Jin   03/10/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Stock option exercise. Option grants from 2004 & 2005 became exercisable on December 21 of the year of grant. All other option grants became exercisable in five equal installments beginning on the anniversary of the grant.
(2) Shares withheld to satisfy option price and taxes.
(3) Shares held in FB 401k a/o 3/7/14.
(4) 1:1 Includes amounts credited to Mr. Jin's account through 3/6/14. The vested amount will be paid in a cash lump sum or installments as elected by the reporting officer upon termination of employment (in accordance with IRS 409A).

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