SEC Form 4 · accession 0001225208-19-004077

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

Feb 28, 2019

Accepted (ET)

Mar 1, 2019 · 2:48 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 28, 2019	S	170,000	$16.0191	D	55,689	D
Common Stock	holding	—	—		—	23,185	I	By IRA
Common Stock	holding	—	—		—	31,084	I	By KSOP
Common Stock^F2	holding	—	—		—	14,000	I	Restricted Stock IX
Common Stock^F3	holding	—	—		—	6,200	I	Restricted Stock VIII
Common Stock^F4	holding	—	—		—	166,000	I	Restricted Stock X
Common Stock^F5	holding	—	—		—	16,652	I	Restricted Stock XI
Common Stock^F6	holding	—	—		—	22,406	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)^F7	$8.30	holding	—	—	—	—	Mar 23, 2022	Common Stock	16,498	16,498	D
Stock Option (Right to Buy)^F7	$8.40	holding	—	—	—	—	Jan 17, 2023	Common Stock	16,498	16,498	D
Stock Option (Right to Buy)^F7	$10.77	holding	—	—	—	—	Feb 20, 2024	Common Stock	82,492	82,492	D
Stock Option (Right to Buy)^F8	$11.41	holding	—	—	—	—	Feb 6, 2025	Common Stock	47,541	47,541	D

Explanation of responses

F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.96 to $16.10, inclusive. The reporting person undertakes to provide to Beneficial Bancorp, Inc., any security holder of Beneficial Bancorp, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares at each separate price within the ranges set forth in this footnote.
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 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.
F4Shares 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.
F5Of the 22,707 shares granted 13,624 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 9,083 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.
F6Of the 25,853 shares granted 15,512 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 10,341 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.
F7Stock options are fully vested and exercisable.
F8Stock 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.