SEC Form 4 · accession 0001225208-16-025337
Beneficial Bancorp Inc. · BNCL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gerard P Cuddy
Officer — President & CEO · Director
Period of report
Jan 28, 2016
Accepted (ET)
Feb 1, 2016 · 4:41 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 StockF1 | Jan 28, 2016 | A | 35,000 | $0.00 | A | 35,000 | I | Restricted Stock IX |
| Common Stock | holding | — | — | — | 34,322 | D | ||
| Common Stock | holding | — | — | — | 23,185 | I | By IRA | |
| Common StockF2 | holding | — | — | — | 24,721 | I | By KSOP | |
| Common StockF3 | holding | — | — | — | 8,249 | I | Performance Award | |
| Common StockF4 | holding | — | — | — | 16,498 | I | Performance Award II | |
| Common StockF5 | holding | — | — | — | 8,249 | I | Restricted Stock II | |
| Common StockF6 | holding | — | — | — | 2,200 | I | Restricted Stock IV | |
| Common StockF7 | holding | — | — | — | 8,800 | I | Restricted Stock V | |
| Common StockF8 | holding | — | — | — | 8,800 | I | Restricted Stock VI | |
| Common StockF9 | holding | — | — | — | 21,998 | I | Restricted Stock VII | |
| Common StockF10 | holding | — | — | — | 31,000 | I | Restricted Stock VIII |
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)F11 | $8.40 | holding | — | — | — | — | Jan 17, 2023 | Common Stock | 82,492 | 82,492 | D |
| Stock Option (Right to Buy)F12 | $11.41 | holding | — | — | — | — | Feb 6, 2025 | Common Stock | 47,541 | 47,541 | D |
| Stock Option (Right to Buy)F13 | $10.77 | holding | — | — | — | — | Feb 20, 2024 | Common Stock | 82,492 | 82,492 | D |
| Stock Option (Right to Buy)F14 | $8.82 | holding | — | — | — | — | Mar 5, 2020 | Common Stock | 16,498 | 16,498 | D |
| Stock Option (Right to Buy)F14 | $7.59 | holding | — | — | — | — | Mar 9, 2019 | Common Stock | 16,498 | 16,498 | D |
| Stock Option (Right to Buy)F15 | $8.30 | holding | — | — | — | — | Mar 23, 2022 | Common Stock | 82,492 | 82,492 | D |
| Stock Option (Right to Buy)F16 | $7.62 | holding | — | — | — | — | May 27, 2021 | Common Stock | 32,997 | 32,997 | D |
| Stock Option (Right to Buy)F14 | $10.78 | holding | — | — | — | — | Aug 6, 2018 | Common Stock | 219,980 | 219,980 | D |
Explanation of responses
- F1These 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 28, 2019, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.
- F10These 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 06, 2018, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.
- F11Stock 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.
- F12Stock options vest in 5 equal annual installments with the first 20% vesting on February 6, 2016, the first anniversary of the date of the grant.
- F13Stock 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.
- F14Stock options are fully vested and exercisable.
- F15Stock 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.
- F16Stock 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.
- F2This form reflects an increase in beneficial ownership resulting from an exempt acquisition pursuant to Rule 16b-3(c).
- F3The 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.
- F4The 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.
- F5These 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.
- F6Shares 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.
- F7These 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.
- F8These 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.
- F9These 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.