| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Beneficial Bancorp Inc. [ BNCL ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/01/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/01/2019 | D | 126,069 | D | $0.0000(1) | 0.0000 | D | |||
| Common Stock | 03/01/2019 | D | 22,038 | D | $0.0000(1) | 0.0000 | I | By KSOP | ||
| Common Stock | 03/01/2019 | D | 13,397 | D | $0.0000(1) | 0.0000 | I | Restricted Stock IX(2) | ||
| Common Stock | 03/01/2019 | D | 7,000 | D | $0.0000(1) | 0.0000 | I | Restricted Stock VIII(3) | ||
| Common Stock | 03/01/2019 | D | 91,667 | D | $0.0000(1) | 0.0000 | I | Restricted Stock X(4) | ||
| Common Stock | 03/01/2019 | D | 6,905 | D | $0.0000(1) | 0.0000 | I | Restricted Stock XI(5) | ||
| Common Stock | 03/01/2019 | D | 9,115 | D | $0.0000(1) | 0.0000 | I | Restricted Stock XII(6) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $8.4 | 03/01/2019 | D | 65,994 | (7) | 01/17/2023 | Common Stock | 65,994 | $0.0000(8) | 0.0000 | D | ||||
| Stock Option (Right to Buy) | $11.41 | 03/01/2019 | D | 38,032 | (9) | 02/06/2025 | Common Stock | 38,032 | $0.0000(8) | 0.0000 | D | ||||
| Stock Option (Right to Buy) | $10.77 | 03/01/2019 | D | 65,994 | (7) | 02/20/2024 | Common Stock | 65,994 | $0.0000(8) | 0.0000 | D | ||||
| Stock Option (Right to Buy) | $8.3 | 03/01/2019 | D | 54,995 | (7) | 03/23/2022 | Common Stock | 54,995 | $0.0000(8) | 0.0000 | D | ||||
| Stock Option (Right to Buy) | $7.62 | 03/01/2019 | D | 32,997 | (7) | 05/27/2021 | Common Stock | 32,997 | $0.0000(8) | 0.0000 | D | ||||
| Stock Option (Right to Buy) | $9.09 | 03/01/2019 | D | 2,749 | (7) | 07/06/2020 | Common Stock | 2,749 | $0.0000(8) | 0.0000 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Reorganization, dated as of August 7, 2018 and amended on November 1, 2018, by and between WSFS Financial Corporation ("WSFS") and Beneficial Bancorp, Inc. ("Beneficial"), pursuant to which Beneficial merged with and into WSFS, with WSFS continuing as the surviving entity (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Beneficial common stock issued and outstanding immediately prior to such time (other than certain excluded common stock) was converted into the right to receive 0.3013 of a share of WSFS common stock and $2.93 in cash. |
| 2. These restricted shares are subject to a three-year cliff vesting schedule whereby no shares vest on the first and second anniversaries of the award, 60% of the shares vest on January 28, 2019, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award. |
| 3. These restricted shares are subject to a three-year cliff vesting schedule whereby no shares vest on the first and second anniversaries of the award, 60% of the shares vest on February 06, 2018, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award. |
| 4. Shares of restricted stock vest in 3 equal annual installments with the first 33 1/3% vesting on June 9, 2017, the first anniversary of the date of the award. |
| 5. Of the 9,416 shares granted 5,649 shares will fully vest on January 26, 2020 upon the satisfaction of company performance criteria related to credit quality, return on average assets and total shareholder return. The remaining 3,767 shares are subject to vesting in 3 equal annual installments with the first 33 1/3% vesting on January 26, 2018, the first anniversary of the date of the award. |
| 6. Of the 10,517 shares granted 6,310 shares will fully vest on January 25, 2021 upon the satisfaction of company performance criteria related to credit quality, return on average assets and total shareholder return. The remaining 4,207 shares are subject to vesting in 3 equal annual installments with the first 33 1/3% vesting on January 25, 2019, the first anniversary of the date of the award. |
| 7. Stock options are fully vested and exercisable. |
| 8. At the Effective Time, pursuant to the Agreement and Plan of Reorganization, dated as of August 7, 2018 and amended on November 1, 2018, by and between WSFS and Beneficial, all stock options were cancelled and the reporting person received a cash payment for each stock option equal to the difference, if positive, between $19.50 and the applicable exercise price of such stock option. |
| 9. Stock options vest in 5 equal annual installments with the first 20% vesting on February 6, 2016, the first anniversary of the date of the grant. |
| /s/ Amy J. Hannigan, Power of Attorney | 03/04/2019 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
