Petro Thomas M Form 4 Fox Chase Bancorp / THOMAS M PETRO 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^*

PETRO THOMAS M

(Last) (First) (Middle)

4390 DAVISVILLE ROAD

(Street)

HATBORO PA 19040

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Fox Chase Bancorp Inc [ FXCB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2015

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	03/13/2015		A		3,000	A	$0.0000	3,000	I	Performance Award IV(1)
Common Stock	03/13/2015		A		6,000	A	$0.0000	6,000	I	Restricted Stock V(2)
Common Stock								94,625(3)	D
Common Stock								14,936.3778(4)	I	By ESOP
Common Stock								17,671(5)	I	By Incentive Plan
Common Stock								14,207	I	By IRA
Common Stock								2,907	I	Performance Award(6)
Common Stock								6,000	I	Performance Award II(7)
Common Stock								12,000	I	Performance Award III(8)
Common Stock								1,662	I	Restricted Stock II(9)
Common Stock								3,600	I	Restricted Stock III(10)
Common Stock								7,200	I	Restricted Stock IV(11)

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)	$16.99	03/13/2015		A		27,000		(12)	03/13/2025	Common Stock	27,000	$0.0000	27,000	D
Stock Option (Right to Buy)	$8.22							(13)	02/27/2019	Common Stock	12,082		12,082	D
Stock Option (Right to Buy)	$17							(14)	03/07/2023	Common Stock	55,000		55,000	D
Stock Option (Right to Buy)	$13.11							(15)	05/10/2022	Common Stock	27,500		27,500	D
Stock Option (Right to Buy)	$12.39							(16)	08/22/2021	Common Stock	24,375		24,375	D
Stock Option (Right to Buy)	$11.58							(13)	08/31/2017	Common Stock	138,996		138,996	D

Explanation of Responses:

1. The actual amount of shares to be received under this award will be determined on the third anniversary of the date of grant and may fluctuate based on the performance of the Company during that three-year period. Depending on the performance the recipient may receive up to 4,500 shares of common stock. The award vests as follows: 50% on the third anniversary of the date of the grant (March 13, 2018), 50% on the fourth anniversary of the date of the grant, in each case subject to the achievement of certain performance metrics. If such performance metrics have not been satisfied as of such dates, such award shares will be forfeited.

2. Restricted stock vests in five equal annual installments beginning on March 13, 2016, the first anniversary of the date of the award.

3. Since the reporting person's last report, 9,738 shares of stock have vested and are now held directly.

4. Amount reflects an increase in the number of shares owned resulting from an exempt acquisition of shares under the Fox Chase Bank Employee Stock Ownership Plan.

5. Amount reflects an increase in the number of shares owned resulting from an exempt acquisition of shares under the Incentive Plan.

6. The actual amount of shares received under this award was determined on the third anniversary of the date of grant (August 22, 2014). The recipient received 5,814 shares of common stock of which 50% vested on the third anniversary of the date of the grant, 25% will vest on the fourth anniversary of the date of the grant and 25% will vest on the fifth anniversary of the date of the grant.

7. The actual amount of shares to be received under this award will be determined on the third anniversary of the date of grant and may fluctuate based on the performance of the Company during that three-year period. Depending on the performance the recipient may receive up to 9,000 shares of common stock. The award vests as follows: 50% on the third anniversary of the date of the grant (May 10, 2015), 25% on the fourth anniversary of the date of the grant and 25% on the fifth anniversary of the date of the grant, in each case subject to the achievement of certain performance metrics. If such performance metrics have not been satisfied as of such dates, such award shares will be forfeited.

8. The actual amount of shares to be received under this award will be determined on the third anniversary of the date of grant and may fluctuate based on the performance of the Company during that three-year period. Depending on the performance the recipient may receive up to 18,000 shares of common stock. The award vests as follows: 50% on the third anniversary of the date of the grant (March 7, 2016), 25% on the fourth anniversary of the date of the grant and 25% on the fifth anniversary of the date of the grant, in each case subject to the achievement of certain performance metrics. If such performance metrics have not been satisfied as of such dates, such award shares will be forfeited.

9. Restricted stock vests in five equal annual installments beginning on August 22, 2012, the first anniversary of the date of the award.

10. Restricted stock vests in five equal annual installments beginning on May 10, 2013, the first anniversary of the date of the award.

11. Shares of restricted stock vest in 5 equal annual installments beginning on March 7, 2014, the first anniversary of the date of the award.

12. Options vest in 5 equal annual installments beginning on March 13, 2016, the first anniversary of the date of the grant.

13. Options are fully vested and exerciseable.

14. Options vest in 5 equal annual installments beginning on March 7, 2014, the first anniversary of the date of the grant.

15. Options vest in 5 equal annual installments beginning on May 10, 2013, the first anniversary of the date of the grant.

16. Options vest in 5 equal annual installments beginning on August 22, 2012, the first anniversary of the date of the grant.

	Roger S. Deacon, Attorney-in-Fact	03/17/2015
	** Signature of Reporting Person	Date
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