Prudential Bancorp (PBIP) Form 4 PRUDENTIAL BANCORP / ANTHONY V. MIGLIORINO 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^*

MIGLIORINO ANTHONY V.

(Last) (First) (Middle)

C/O PRUDENTIAL BANCORP, INC.

1834 WEST OREGON AVENUE

(Street)

PHILADELPHIA PA 19145

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PRUDENTIAL BANCORP, INC. [ PBIP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President, COO

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2018

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	03/21/2018		A		7,500	A	$0	22,796(1)	D
Common Stock								3,356.0925(2)	I	By 401(k) Plan

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	$18.46	03/21/2018		A		45,000		03/21/2019(3)	03/21/2028	Common Stock	45,000	$0	45,000	D
Stock Option	$14.42							08/17/2017(4)	08/17/2026	Common Stock	15,000		15,000	D

Explanation of Responses:

1. Represents the grant of 5,791 shares and 1,709 shares pursuant to the 2014 Stock Incentive Plan (the "2014 SIP") and the 2008 Recognition and Retention Plan and Trust Agreement ("2008 RRP"), respectively, that vest 20% per year commencing on March 21, 2019. Also, includes 22 shares which reflects the unvested portion of a grant originally covering 27 shares granted pursuant to the 2014 SIP and 5,979 shares which reflects the unvested portion of a grant originally covering 7,473 shares granted pursuant to the 2008 RRP. The grants vest 20% per year commencing on August 17, 2017. Also, includes 2,796 shares that were distributed to the reporting person from the Issuer's ESOP in connection with its termination.

2. Reflects units which represent share interests in the Issuer's 401(k) Plan; includes units acquired since the last filing by the reporting person.

3. The options vest at the rate of 20% per year commencing March 21, 2019.

4. The options vest at the rate of 20% per year commencing August 17, 2017.

Remarks:

	/s/ Jack E. Rothkopf, Attorney-in-Fact for Anthony V. Migliorino	03/23/2018
	** 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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