SEC Form 4 · accession 0001225208-15-001354
Beneficial Bancorp Inc. · BNCL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martin F Gallagher Jr.
Officer — EVP & Chief Credit Officer
Period of report
Jan 12, 2015
Accepted (ET)
Jan 14, 2015 · 7:37 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001615418
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jan 12, 2015 | J | 1,091 | $0.00 | A | 1,091 | D | |
| Common Stock | Jan 12, 2015 | P | 10,040 | $10.00 | A | 10,040 | I | By KSOP |
| Common Stock | Jan 12, 2015 | J | 3,986 | $0.00 | A | 14,026 | I | By KSOP |
| Common StockF2 | Jan 12, 2015 | J | 1,100 | $0.00 | A | 1,100 | I | Restricted Stock I |
| Common StockF3 | Jan 12, 2015 | J | 7,699 | $0.00 | A | 7,699 | I | Restricted Stock V |
| Common StockF4 | Jan 12, 2015 | J | 6,599 | $0.00 | A | 6,599 | I | Restricted Stock VI |
| Common StockF5 | Jan 12, 2015 | J | 6,599 | $0.00 | A | 6,599 | I | Restricted Stock VII |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F6,F7 | $8.40 | Jan 12, 2015 | J | 38,496 | A | — | Jan 17, 2023 | Common Stock | 38,496 | 38,496 | D |
| Stock Option (Right to Buy)F6,F8 | $10.77 | Jan 12, 2015 | J | 38,496 | A | — | Feb 20, 2024 | Common Stock | 38,496 | 38,496 | D |
| Stock Option (Right to Buy)F6,F9 | $8.30 | Jan 12, 2015 | J | 43,996 | A | — | Mar 23, 2022 | Common Stock | 43,996 | 43,996 | D |
| Stock Option (Right to Buy)F6,F10 | $7.46 | Jan 12, 2015 | J | 2,749 | A | — | Jun 27, 2021 | Common Stock | 2,749 | 2,749 | D |
Explanation of responses
- F1Pursuant 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.
- F10Stock options vest in 5 equal annual installments with the first 20% vesting on June 27, 2012, the first anniversary of the date of the grant.
- F2These 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 June 27, 2014, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.
- F3These 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.
- F4These 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.
- F5These 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.
- F6Pursuant 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.
- F7Stock 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.
- F8Stock 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.
- F9Stock 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.
Remarks
gallagher-poa.txt