SEC Form 4 · accession 0001225208-17-002642

Beneficial Bancorp Inc. · BNCL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Martin F Gallagher Jr.

Officer — EVP & Chief Lending Officer

Period of report

Feb 6, 2017

Accepted (ET)

Feb 8, 2017 · 12:11 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	Feb 6, 2017	M	35,196	$8.30	A	44,330	D
Common Stock	Feb 6, 2017	M	26,216	$8.40	A	70,546	D
Common Stock	Feb 6, 2017	M	2,749	$7.46	A	73,295	D
Common Stock^F1	Feb 6, 2017	S	64,161	$16.4345	D	9,134	D
Common Stock	Feb 7, 2017	M	15,398	$10.77	A	24,532	D
Common Stock	Feb 7, 2017	M	8,874	$11.41	A	33,406	D
Common Stock	Feb 7, 2017	M	4,581	$8.40	A	37,987	D
Common Stock^F2	Feb 7, 2017	S	28,853	$16.4003	D	9,134	D
Common Stock^F3	holding	—	—		—	17,103	I	By KSOP
Common Stock^F4	holding	—	—		—	9,000	I	Restricted Stock IX
Common Stock^F5	holding	—	—		—	1,540	I	Restricted Stock V
Common Stock^F6	holding	—	—		—	1,320	I	Restricted Stock VI
Common Stock^F7	holding	—	—		—	6,599	I	Restricted Stock VII
Common Stock^F8	holding	—	—		—	8,500	I	Restricted Stock VIII
Common Stock^F9	holding	—	—		—	160,000	I	Restricted Stock X
Common Stock^F10	holding	—	—		—	6,096	I	Restricted Stock XI

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	Feb 6, 2017	M	26,216	D	—	Jan 17, 2023	Common Stock	26,216	12,280	D
Stock Option (Right to Buy)^F12	$8.30	Feb 6, 2017	M	35,196	D	—	Mar 23, 2022	Common Stock	35,196	8,800	D
Stock Option (Right to Buy)^F13	$7.46	Feb 6, 2017	M	2,749	D	—	Jun 27, 2021	Common Stock	2,749	0	D
Stock Option (Right to Buy)^F11	$8.40	Feb 7, 2017	M	4,581	D	—	Jan 17, 2023	Common Stock	4,581	7,699	D
Stock Option (Right to Buy)^F14	$11.41	Feb 7, 2017	M	8,874	D	—	Feb 6, 2025	Common Stock	8,874	13,312	D
Stock Option (Right to Buy)^F15	$10.77	Feb 7, 2017	M	15,398	D	—	Feb 20, 2024	Common Stock	15,398	23,098	D

Explanation of responses

F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $16.40 to $16.85, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F10Of the 6,096 shares granted, 3,657 shares will fully vest on January 26, 2020 upon the satisfaction of company performance criteria related to credit quality, return on average assets and total shareholder return. The remaining 2,439 shares are subject to vesting in 3 equal annual installments with the first 33 1/3% vesting on January 26, 2018, the first anniversary of the date 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 March 23, 2013, the first anniversary of the date of the grant.
F13Stock options are fully vested and exercisable.
F14Stock 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.
F15Stock 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.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $16.40 to $16.50, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F3This form reflects an increase in beneficial ownership resulting from an exempt acquisition pursuant to Rule 16b-3(c).
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 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.
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 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.
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 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.
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 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.
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 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.
F9Shares 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.