SEC Form 4 · accession 0001225208-16-037719

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

Aug 10, 2016

Accepted (ET)

Aug 11, 2016 · 10:14 am EDT

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	Aug 10, 2016	S	100	$14.49	D	38,581	D
Common Stock	Aug 10, 2016	S	100	$14.44	D	38,481	D
Common Stock	Aug 10, 2016	S	100	$14.42	D	38,381	D
Common Stock	Aug 10, 2016	S	300	$14.43	D	38,081	D
Common Stock	Aug 10, 2016	S	500	$14.45	D	37,581	D
Common Stock	Aug 10, 2016	S	700	$14.37	D	36,881	D
Common Stock	Aug 10, 2016	S	915	$14.32	D	35,966	D
Common Stock	Aug 10, 2016	S	1,100	$14.40	D	34,866	D
Common Stock	Aug 10, 2016	S	1,100	$14.36	D	33,766	D
Common Stock	Aug 10, 2016	S	1,396	$14.48	D	32,370	D
Common Stock	Aug 10, 2016	S	1,403	$14.46	D	30,967	D
Common Stock	Aug 10, 2016	S	1,530	$14.41	D	29,437	D
Common Stock	Aug 10, 2016	S	2,000	$14.34	D	27,437	D
Common Stock	Aug 10, 2016	S	2,000	$14.33	D	25,437	D
Common Stock	Aug 10, 2016	S	2,252	$14.47	D	23,185	D
Common Stock	Aug 10, 2016	S	4,084	$14.38	D	19,101	D
Common Stock	Aug 10, 2016	S	4,500	$14.35	D	14,601	D
Common Stock	Aug 10, 2016	S	5,920	$14.39	D	8,681	D
Common Stock	holding	—	—		—	23,185	I	By IRA
Common Stock	holding	—	—		—	24,721	I	By KSOP
Common Stock^F1	holding	—	—		—	16,498	I	Performance Award II
Common Stock^F2	holding	—	—		—	35,000	I	Restricted Stock IX
Common Stock^F3	holding	—	—		—	4,400	I	Restricted Stock V
Common Stock^F4	holding	—	—		—	8,800	I	Restricted Stock VI
Common Stock^F5	holding	—	—		—	21,998	I	Restricted Stock VII
Common Stock^F6	holding	—	—		—	31,000	I	Restricted Stock VIII
Common Stock^F7	holding	—	—		—	498,000	I	Restricted Stock X

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)^F8	$8.40	holding	—	—	—	—	Jan 17, 2023	Common Stock	82,492	82,492	D
Stock Option (Right to Buy)^F9	$11.41	holding	—	—	—	—	Feb 6, 2025	Common Stock	47,541	47,541	D
Stock Option (Right to Buy)^F10	$10.77	holding	—	—	—	—	Feb 20, 2024	Common Stock	82,492	82,492	D
Stock Option (Right to Buy)^F11	$8.82	holding	—	—	—	—	Mar 5, 2020	Common Stock	16,498	16,498	D
Stock Option (Right to Buy)^F11	$7.59	holding	—	—	—	—	Mar 9, 2019	Common Stock	16,498	16,498	D
Stock Option (Right to Buy)^F12	$8.30	holding	—	—	—	—	Mar 23, 2022	Common Stock	82,492	82,492	D
Stock Option (Right to Buy)^F11	$7.62	holding	—	—	—	—	May 27, 2021	Common Stock	32,997	32,997	D
Stock Option (Right to Buy)^F11	$10.78	holding	—	—	—	—	Aug 6, 2018	Common Stock	219,980	219,980	D

Explanation of responses

F1The 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.
F10Stock 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.
F11Stock options are fully vested and exercisable.
F12Stock 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.
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 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.
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.
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 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.
F7Shares of restricted stock vest in 3 equal annual installments with the first 33 1/3% vesting on June 9, 2017, the first anniversary of the date of the award.
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 6, 2016, the first anniversary of the date of the grant.