Fox Chase Bancorp Form 4 Fox Chase Bancorp / Randall J McGarry 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^*

McGarry Randall J

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr. VP Chief Info. Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2015

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	08/24/2015		F		110	D	$16.95	6,763(1)	D
Common Stock								5,970.9842	I	By ESOP
Common Stock								224(1)	I	Performance Award(2)
Common Stock								1,066	I	Performance Award II(3)
Common Stock								1,250	I	Performance Award III(4)
Common Stock								660	I	Performance Award IV(5)
Common Stock								126(1)	I	Restricted Stock II(6)
Common Stock								600	I	Restricted Stock III(7)
Common Stock								750	I	Restricted Stock IV(8)
Common Stock								1,600	I	Restricted Stock V(9)
Common Stock								1,340	I	Restricted Stock VI(10)

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)	$9.67							08/02/2011	08/02/2020	Common Stock	8,000(11)		8,000(11)	D
Stock Option (Right to Buy)	$12.39							08/22/2012	08/22/2021	Common Stock	3,770(12)		3,770(12)	D
Stock Option (Right to Buy)	$13.11							05/10/2013	05/10/2022	Common Stock	5,000(13)		5,000(13)	D
Stock Option (Right to Buy)	$17							03/07/2014	03/07/2023	Common Stock	4,500(14)		4,500(14)	D
Stock Option (Right to Buy)	$16.96							03/14/2015	03/14/2024	Common Stock	2,500(15)		2,500(15)	D
Stock Option (Right to Buy)	$16.99							03/13/2016	03/13/2025	Common Stock	2,000(16)		2,000(16)	D

Explanation of Responses:

1. Since the reporting person's last report 225 shares of restricted stock previously held through Performance Award and 129 shares of restricted stock previously held through Restricted Stock II have vested and are now held directly.

2. The amount of shares received under this award was determined on the third anniversary date of grant (August 22, 2014). The recipient received 898 shares of common stock of which 50% vested on the third anniversary of the date of grant, 25% vested on the fourth anniversary of the date of grant and 25% will vest on the fifth anniversary of the date of grant.

3. The actual amount of shares received under this award was determined on the third anniversary of the date of grant (May 10, 2015). The recipient received 2,132 shares of common stock of which 50% vested on the third anniversary of the date of grant, 25% will vest on the fourth anniversary of the date of grant and 25% will vest on the fifth anniversary of the date of grant.

4. 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 1,875 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 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.

5. 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 990 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.

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

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

8. Restricted stock vests in five equal annual installments beginning on March 7, 2014, the first anniversary of the date of the award.

9. Restricted stock vests in five equal annual installments beginning on March 14, 2015, the first anniversary of the date of the award.

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

11. Options are fully vested and exercisable.

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

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

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

15. Options vest in five equal annual installments beginning on March 14, 2015, the first anniversary of the date of the grant.

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

Remarks:

	/s/ Roger S. Deacon, pursuant to power of attorney	08/25/2015
	** 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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