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Filing Details

Accession Number:: 0001225208-15-001351
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-01-14 19:37:36
Reporting Period:: 2015-01-12

Filing Date:: 2015-01-14
Accepted Time:: 2015-01-14 19:37:36
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1615418	Beneficial Bancorp Inc.	BNCL	Savings Institutions, Not Federally Chartered (6036)	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1396640	P Gerard Cuddy	1818 Market Street Philadelphia PA 19103	President & Ceo	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2015-01-12	36,573	$0.00	36,573	No	4	J	Direct
Common Stock	Acquisiton	2015-01-12	1,187	$0.00	1,187	No	4	J	Indirect	By IRA
Common Stock	Acquisiton	2015-01-12	13,289	$10.00	13,289	No	4	P	Indirect	By KSOP
Common Stock	Acquisiton	2015-01-12	10,330	$0.00	23,619	No	4	J	Indirect	By KSOP
Common Stock	Acquisiton	2015-01-12	8,249	$0.00	8,249	No	4	J	Indirect	Performance Award
Common Stock	Acquisiton	2015-01-12	16,498	$0.00	16,498	No	4	J	Indirect	Performance Award II
Common Stock	Acquisiton	2015-01-12	8,249	$0.00	8,249	No	4	J	Indirect	Restricted Stock II
Common Stock	Acquisiton	2015-01-12	1,650	$0.00	1,650	No	4	J	Indirect	Restricted Stock III
Common Stock	Acquisiton	2015-01-12	4,400	$0.00	4,400	No	4	J	Indirect	Restricted Stock IV
Common Stock	Acquisiton	2015-01-12	21,998	$0.00	21,998	No	4	J	Indirect	Restricted Stock V
Common Stock	Acquisiton	2015-01-12	21,998	$0.00	21,998	No	4	J	Indirect	Restricted Stock VI
Common Stock	Acquisiton	2015-01-12	21,998	$0.00	21,998	No	4	J	Indirect	Restricted Stock VII

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Direct
No	4	J	Indirect	By IRA
No	4	P	Indirect	By KSOP
No	4	J	Indirect	By KSOP
No	4	J	Indirect	Performance Award
No	4	J	Indirect	Performance Award II
No	4	J	Indirect	Restricted Stock II
No	4	J	Indirect	Restricted Stock III
No	4	J	Indirect	Restricted Stock IV
No	4	J	Indirect	Restricted Stock V
No	4	J	Indirect	Restricted Stock VI
No	4	J	Indirect	Restricted Stock VII

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Stock Option (Right to Buy)	Acquisiton	2015-01-12	82,492	$0.00	82,492	$8.40
Common Stock	Stock Option (Right to Buy)	Acquisiton	2015-01-12	82,492	$0.00	82,492	$10.77
Common Stock	Stock Option (Right to Buy)	Acquisiton	2015-01-12	16,498	$0.00	16,498	$8.82
Common Stock	Stock Option (Right to Buy)	Acquisiton	2015-01-12	16,498	$0.00	16,498	$7.59
Common Stock	Stock Option (Right to Buy)	Acquisiton	2015-01-12	82,492	$0.00	82,492	$8.30
Common Stock	Stock Option (Right to Buy)	Acquisiton	2015-01-12	32,997	$0.00	32,997	$7.62
Common Stock	Stock Option (Right to Buy)	Acquisiton	2015-01-12	219,980	$0.00	219,980	$10.78

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
82,492	2023-01-17	No	4	J	Direct
82,492	2024-02-20	No	4	J	Direct
16,498	2020-03-05	No	4	J	Direct
16,498	2019-03-09	No	4	J	Direct
82,492	2022-03-23	No	4	J	Direct
32,997	2021-05-27	No	4	J	Direct
219,980	2018-08-06	No	4	J	Direct

Footnotes

Pursuant to the Plan of Conversion and Reorganization of Beneficial Savings Bank MHC, Beneficial Mutual Bancorp, Inc. and Beneficial Mutual Savings Bank, each share of common stock of Beneficial Mutual Bancorp was exchanged for 1.0999 shares of Beneficial Bancorp, Inc. common stock.
The award represents shares of restricted stock which vest accordingly: if during the performance measurement period (beginning with the 12 months ended December 31, 2010 and ending with the 12 months ended December 31, 2014), the Company achieves a rate of return on average assets ("ROAA") of not less than 1% during any of those 12-month periods, then shares will begin to vest in 5 equal annual installments commencing on March 31, 2012. However, if the Company does not achieve an ROAA of not less than 1% by December 31, 2015, the performance requirement for vesting purposes will be that the Company must be ranked in the top quartile of the SNL index of thrifts nationwide with assets between $1 billion and $10 billion based on ROAA (the "SNL Index") for the 2014 fiscal year. In the event the Company is not in the top quartile of the SNL Index based on upon the Company's fiscal 2015 financial performance, then all shares subject to this award will be forfeited.
The award represents shares of restricted stock which vest accordingly: if during the performance measurement period (beginning with the 12 months ended December 31, 2011 and ending with the 12 months ended December 31, 2015), the Company achieves a rate of return on average assets ("ROAA") of not less than 1% during any of those 12-month periods, then shares will begin to vest in 5 equal annual installments commencing on May 27, 2013. However, if the Company does not achieve an ROAA of not less than 1% by December 31, 2016, the performance requirement for vesting purposes will be that the Company must be ranked in the top quartile of the SNL index of thrifts nationwide with assets between $1 billion and $10 billion based on ROAA (the "SNL Index") for the 2015 fiscal year. In the event the Company is not in the top quartile of the SNL Index based on upon the Company's fiscal 2016 financial performance, then all shares subject to this award will be forfeited.
These restricted shares vest according to the following vesting schedules: (1) 7,500 shares are subject to a three-year cliff vesting schedule whereby no shares vest on the first and second anniversaries of the award, which was March 9, 2009; 60% of the shares vest on the third anniversary of the award; and thereafter 20% of the shares each vest on the fourth and fifth anniversaries of the award; and (2) 7,500 shares will vest if certain specified performance requirements are met during the performance measurement period beginning on December 31, 2010 and ending on December 31, 2014.
These restricted shares vest according the the following schedule: the first 4,500 shares (representing 60% of the award) vest on March 5, 2013, the third anniversary of the date of the award, 1,500 shares (20%) vest on March 5, 2014 and the remaining 1,500 shares (20%) vest on March 5, 2015.
Shares of restricted stock vest at a rate of 60% commencing on May 27, 2014, the third anniversary of the date of the award, 20% vests on May 27, 2015, and the remaining 20% vests on May 27, 2016.
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.
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.
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.
Pursuant to the Plan of Conversion and Reorganization, each option to purchase a share of Beneficial Mutual Bancorp common stock was converted into an option to purchase 1.0999 shares of Beneficial Bancorp common stock, rounded down to the nearest share. The exercise price was determined by dividing the exercise price of the Beneficial Mutual Bancorp option by the 1.0999 exchange ratio with such quotient rounded up to the nearest whole cent. All such options continue to vest on their original terms.
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.
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.
Stock options vest in 5 equal annual installments with the first 20% vesting on March 5, 2011, the first anniversary of the date of the grant.
Stock options are fully vested and exercisable.
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.
Stock options vest in 5 equal annual installments with the first 20% vesting on May 27, 2012, the first anniversary of the date of the grant.