Todd S Benning Form 4 Fox Chase Bancorp / Todd S Benning 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^*

Benning Todd S

(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
	Officer (give title below)	Other (specify below)

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		2,000	A	$0.0000	2,000	I	Restricted Stock V(1)
Common Stock								25,216(2)	D
Common Stock								18,107	I	By 401(k)
Common Stock								1,000	I	Restricted Stock II(3)
Common Stock								1,950	I	Restricted Stock III(4)
Common Stock								3,900	I	Restricted Stock IV(5)

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		5,000		(6)	03/13/2025	Common Stock	5,000	$0.0000	5,000	D
Stock Option (Right to Buy)	$17							(7)	03/07/2023	Common Stock	15,000		15,000	D
Stock Option (Right to Buy)	$13.11							(8)	05/10/2022	Common Stock	7,500		7,500	D
Stock Option (Right to Buy)	$12.39							(9)	08/22/2021	Common Stock	6,000		6,000	D
Stock Option (Right to Buy)	$11.58							(10)	08/31/2017	Common Stock	25,661		25,661	D

Explanation of Responses:

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

2. Since the reporting person's last report, 1,800 shares of stock have vested and are now held directly.

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

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

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

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

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

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

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

10. Options vest in 5 equal annual installments beginning on August 31, 2008, the first anniversary of the date of the grant.

	Roger S. Deacon, Attorney-in-Fact	03/17/2015
	** 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).
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