Gerard P Cuddy Form 4 Beneficial Bancorp / Gerard P Cuddy 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^*

Cuddy Gerard P

(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
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2017

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	02/08/2017		M		30,000	A	$10.78	41,360	D
Common Stock	02/08/2017		S		30,000	D	$16.3269(1)	11,360	D
Common Stock	02/09/2017		M		26,997	A	$10.78	38,357	D
Common Stock	02/09/2017		M		13,003	A	$8.82	51,360	D
Common Stock	02/09/2017		S		40,000	D	$16.4411(2)	11,360	D
Common Stock								23,185	I	By IRA
Common Stock								26,265	I	By KSOP
Common Stock								35,000	I	Restricted Stock IX(3)
Common Stock								4,400	I	Restricted Stock V(4)
Common Stock								4,400	I	Restricted Stock VI(5)
Common Stock								21,998	I	Restricted Stock VII(6)
Common Stock								31,000	I	Restricted Stock VIII(7)
Common Stock								498,000	I	Restricted Stock X(8)
Common Stock								22,707	I	Restricted Stock XI(9)

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)	$10.78	02/08/2017		M			30,000	(10)	08/06/2018	Common Stock	30,000	$0.0000	26,997	D
Stock Option (Right to Buy)	$8.82	02/09/2017		M			13,003	(10)	03/05/2020	Common Stock	13,003	$0.0000	3,495	D
Stock Option (Right to Buy)	$10.78	02/09/2017		M			26,997	(10)	08/06/2018	Common Stock	26,997	$0.0000	0.0000	D
Stock Option (Right to Buy)	$7.59							(10)	03/09/2019	Common Stock	16,498		16,498	D
Stock Option (Right to Buy)	$7.62							(10)	05/27/2021	Common Stock	32,997		32,997	D
Stock Option (Right to Buy)	$8.3							(11)	03/23/2022	Common Stock	82,492		82,492	D
Stock Option (Right to Buy)	$8.4							(12)	01/17/2023	Common Stock	82,492		82,492	D
Stock Option (Right to Buy)	$10.77							(13)	02/20/2024	Common Stock	82,492		82,492	D
Stock Option (Right to Buy)	$11.41							(14)	02/06/2025	Common Stock	47,541		47,541	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $16.20 to $16.40, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $16.30 to $16.525, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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 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.

4. 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 March 23, 2015, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.

5. 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 17, 2016, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.

6. 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 20, 2017, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.

7. 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.

8. 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.

9. Of the 22,707 shares granted, 13,624 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 9,083 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.

10. Stock options are fully vested and exercisable.

11. 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.

12. 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.

13. 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.

14. 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	02/10/2017
	** Signature of Reporting Person	Date
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