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Filing Details

Accession Number:: 0001225208-15-001357
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2015-01-14 19:37:46
Reporting Period:: 2015-01-12

Filing Date:: 2015-01-14
Accepted Time:: 2015-01-14 19:37:46
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
1521236	E. James Gould	1818 Market Street Philadelphia PA 19103	Evp & Chief Lending Officer	No	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	4,962	$0.00	4,962	No	4	J	Direct
Common Stock	Acquisiton	2015-01-12	5,439	$10.00	5,439	No	4	P	Indirect	By KSOP
Common Stock	Acquisiton	2015-01-12	1,572	$0.00	7,011	No	4	J	Indirect	By KSOP
Common Stock	Acquisiton	2015-01-12	10,999	$0.00	10,999	No	4	J	Indirect	Performance Award II
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	4,399	$0.00	4,399	No	4	J	Indirect	Restricted Stock V
Common Stock	Acquisiton	2015-01-12	2,199	$0.00	2,199	No	4	J	Indirect	Restricted Stock VI
Common Stock	Acquisiton	2015-01-12	2,199	$0.00	2,199	No	4	J	Indirect	Restricted Stock VII

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Direct
No	4	P	Indirect	By KSOP
No	4	J	Indirect	By KSOP
No	4	J	Indirect	Performance Award II
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	21,998	$0.00	21,998	$8.40
Common Stock	Stock Option (Right to Buy)	Acquisiton	2015-01-12	21,998	$0.00	21,998	$10.77
Common Stock	Stock Option (Right to Buy)	Acquisiton	2015-01-12	27,497	$0.00	27,497	$8.30
Common Stock	Stock Option (Right to Buy)	Acquisiton	2015-01-12	16,498	$0.00	16,498	$7.62

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
21,998	2023-01-17	No	4	J	Direct
21,998	2024-02-20	No	4	J	Direct
27,497	2022-03-23	No	4	J	Direct
16,498	2021-05-27	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, 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.
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 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.