SEC Form 4 · accession 0001225208-18-003710
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 20, 2018
Accepted (ET)
Feb 22, 2018 · 1:55 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 20, 2018 | J | 1,320 | $0.00 | A | 46,951 | D | |
| Common Stock | Feb 20, 2018 | F | 646 | $15.20 | D | 46,305 | D | |
| Common StockF2 | Feb 20, 2018 | S | 35,000 | $15.366 | D | 11,305 | D | |
| Common StockF3 | Feb 20, 2018 | J | 1,320 | $0.00 | D | 1,320 | I | Restricted Stock VII |
| Common Stock | holding | — | — | — | 17,103 | I | By KSOP | |
| Common StockF4 | holding | — | — | — | 9,000 | I | Restricted Stock IX | |
| Common StockF5 | holding | — | — | — | 3,400 | I | Restricted Stock VIII | |
| Common StockF6 | holding | — | — | — | 106,667 | I | Restricted Stock X | |
| Common StockF7 | holding | — | — | — | 5,283 | I | Restricted Stock XI | |
| Common StockF8 | holding | — | — | — | 6,808 | I | Restricted Stock XII |
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)F9 | $8.30 | holding | — | — | — | — | Mar 23, 2022 | Common Stock | 8,800 | 8,800 | D |
| Stock Option (Right to Buy)F9 | $8.40 | holding | — | — | — | — | Jan 17, 2023 | Common Stock | 7,699 | 7,699 | D |
| Stock Option (Right to Buy)F10 | $10.77 | holding | — | — | — | — | Feb 20, 2024 | Common Stock | 23,098 | 23,098 | D |
| Stock Option (Right to Buy)F11 | $11.41 | holding | — | — | — | — | Feb 6, 2025 | Common Stock | 13,312 | 13,312 | D |
Explanation of responses
- F1Since the reporting person's last report, 1,320 shares of restricted stock have vested and are now held directly.
- 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 vest in 5 equal annual installments with the first 20% vesting on February 6, 2016, 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 $15.20 to $15.60, 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.
- 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 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.
- 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 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.
- F6Shares 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.
- F7Of 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.
- F8Of the 6,808 shares granted 4,085 shares will fully vest on January 25, 2021 upon the satisfaction of company performance criteria related to credit quality, return on average assets and total shareholder return. The remaining 2,723 shares are subject to vesting in 3 equal annual installments with the first 33 1/3% vesting on January 25, 2019, the first anniversary of the date of the award.
- F9Stock options are fully vested and exercisable.