SEC Form 4 · accession 0001225208-15-001357
Beneficial Bancorp Inc. · BNCL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James E. Gould
Officer — EVP & Chief Lending 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 | 4,962 | $0.00 | A | 4,962 | D | |
| Common Stock | Jan 12, 2015 | P | 5,439 | $10.00 | A | 5,439 | I | By KSOP |
| Common Stock | Jan 12, 2015 | J | 1,572 | $0.00 | A | 7,011 | I | By KSOP |
| Common StockF2 | Jan 12, 2015 | J | 10,999 | $0.00 | A | 10,999 | I | Performance Award II |
| Common StockF3 | Jan 12, 2015 | J | 4,400 | $0.00 | A | 4,400 | I | Restricted Stock IV |
| Common StockF4 | Jan 12, 2015 | J | 4,399 | $0.00 | A | 4,399 | I | Restricted Stock V |
| Common StockF5 | Jan 12, 2015 | J | 2,199 | $0.00 | A | 2,199 | I | Restricted Stock VI |
| Common StockF6 | Jan 12, 2015 | J | 2,199 | $0.00 | A | 2,199 | 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)F7,F8 | $8.40 | Jan 12, 2015 | J | 21,998 | A | — | Jan 17, 2023 | Common Stock | 21,998 | 21,998 | D |
| Stock Option (Right to Buy)F7,F9 | $10.77 | Jan 12, 2015 | J | 21,998 | A | — | Feb 20, 2024 | Common Stock | 21,998 | 21,998 | D |
| Stock Option (Right to Buy)F7,F10 | $8.30 | Jan 12, 2015 | J | 27,497 | A | — | Mar 23, 2022 | Common Stock | 27,497 | 27,497 | D |
| Stock Option (Right to Buy)F7,F11 | $7.62 | Jan 12, 2015 | J | 16,498 | A | — | May 27, 2021 | Common Stock | 16,498 | 16,498 | 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 March 23, 2013, the first anniversary of the date of the grant.
- F11Stock 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.
- F2The 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.
- F3Shares 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.
- 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 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.
- 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 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.
- F6These 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.
- F7Pursuant 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.
- F8Stock 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.
- F9Stock 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.
Remarks
gould-poa.txt