SEC Form 4 · accession 0001225208-19-003360
Beneficial Bancorp Inc. · BNCL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas David Cestare
Officer — EVP and CFO
Period of report
Feb 20, 2019
Accepted (ET)
Feb 22, 2019 · 2:59 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, 2019 | J | 3,520 | $0.00 | A | 127,705 | D | |
| Common Stock | Feb 20, 2019 | F | 1,636 | $16.10 | D | 126,069 | D | |
| Common StockF2 | Feb 20, 2019 | J | 3,520 | $0.00 | D | 0 | I | Restricted Stock VII |
| Common StockF3 | holding | — | — | — | 22,038 | I | By KSOP | |
| Common StockF4 | holding | — | — | — | 13,397 | I | Restricted Stock IX | |
| Common StockF5 | holding | — | — | — | 7,000 | I | Restricted Stock VIII | |
| Common StockF6 | holding | — | — | — | 91,667 | I | Restricted Stock X | |
| Common StockF7 | holding | — | — | — | 6,905 | I | Restricted Stock XI | |
| Common StockF8 | holding | — | — | — | 9,115 | 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 | $7.62 | holding | — | — | — | — | May 27, 2021 | Common Stock | 32,997 | 32,997 | D |
| Stock Option (Right to Buy)F9 | $8.30 | holding | — | — | — | — | Mar 23, 2022 | Common Stock | 54,995 | 54,995 | D |
| Stock Option (Right to Buy)F9 | $8.40 | holding | — | — | — | — | Jan 17, 2023 | Common Stock | 65,994 | 65,994 | D |
| Stock Option (Right to Buy)F9 | $9.09 | holding | — | — | — | — | Jul 6, 2020 | Common Stock | 2,749 | 2,749 | D |
| Stock Option (Right to Buy)F9 | $10.77 | holding | — | — | — | — | Feb 20, 2024 | Common Stock | 65,994 | 65,994 | D |
| Stock Option (Right to Buy)F10 | $11.41 | holding | — | — | — | — | Feb 6, 2025 | Common Stock | 38,032 | 38,032 | D |
Explanation of responses
- F1Since the reporting person's last report, 3,520 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 6, 2016, 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 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.
- F3This form reflects increase in beneficial ownership resulting from exempt acquisitions 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 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 9,416 shares granted 5,649 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 3,767 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 10,517 shares granted 6,310 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 4,207 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.