Gemmill Elizabeth H Form 4 Beneficial Bancorp / ELIZABETH H GEMMILL ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GEMMILL ELIZABETH H

(Last) (First) (Middle)

1818 MARKET STREET

(Street)

PHILADELPHIA PA 19103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Beneficial Bancorp Inc. [ BNCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2017

4. If Amendment, Date of 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

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	01/26/2017		A		2,778	A	$0.0000	2,778	I	Restricted Stock XII(1)
Common Stock								79,102	D
Common Stock								550	I	Restricted Stock V(2)
Common Stock								550	I	Restricted Stock VI(3)
Common Stock								990	I	Restricted Stock VII(4)
Common Stock								66,111	I	Restricted Stock X(5)
Common Stock								3,870	I	Restricted Stock XI(6)

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 Securities Underlying Derivative Security (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: 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
Stock Option (Right to Buy)	$7.59							(7)	03/09/2019	Common Stock	5,499		5,499	D
Stock Option (Right to Buy)	$7.62							(7)	05/27/2021	Common Stock	5,499		5,499	D
Stock Option (Right to Buy)	$8.3							(8)	03/23/2022	Common Stock	10,999		10,999	D
Stock Option (Right to Buy)	$8.4							(9)	01/17/2023	Common Stock	10,999		10,999	D
Stock Option (Right to Buy)	$8.82							(7)	03/05/2020	Common Stock	5,499		5,499	D
Stock Option (Right to Buy)	$10.77							(10)	02/20/2024	Common Stock	13,748		13,748	D
Stock Option (Right to Buy)	$10.78							(7)	08/06/2018	Common Stock	54,995		54,995	D

Explanation of Responses:

1. Shares of restricted stock will fully vest on January 26, 2018.

2. Shares of restricted stock vest in 5 equal annual installments with the first 20% vesting on March 23, 2013, the first anniversary of the date of the award.

3. Shares of restricted stock vest in 5 equal annual installments with the first 20% vesting on January 17, 2014, the first anniversary of the date of the award.

4. Shares of restricted stock vest in 5 equal annual installments with the first 20% vesting on February 20, 2015, the first anniversary of the date of the award.

5. Shares of restricted stock vest in 3 installments with the first 33 1/3% vesting on June 9, 2017, the first anniversary of the date of the award, and the second and third installments vesting on January 9, 2018 and January 9, 2019, respectively.

6. Shares of restricted stock will fully vest on July 21, 2017.

7. Stock options are fully vested and exercisable.

8. Stock options vest in 5 equal annual installments with the first 20% vesting on March 23, 2013, the first anniversary of the date of the grant.

9. Stock options vest in 5 equal annual installments with the first 20% vesting on January 17, 2014, the first anniversary of the date of the grant.

10. Stock options vest in 5 equal annual installments with the first 20% vesting on February 20, 2015, the first anniversary of the date of the grant.

	/s/ Amy J. Hannigan, Power of Attorney	01/30/2017
	** Signature of Reporting Person	Date
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