SEC Form 4 · accession 0001225208-19-004480
Beneficial Bancorp Inc. · BNCL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J Donahue
Director
Period of report
Mar 1, 2019
Accepted (ET)
Mar 5, 2019 · 8:59 am 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 StockF1 | Mar 1, 2019 | D | 53,544 | $0.00 | D | 0 | D | |
| Common StockF1,F2 | Mar 1, 2019 | D | 275 | $0.00 | D | 0 | I | Restricted Stock |
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)F4,F3 | $13.11 | Mar 1, 2019 | D | 2,750 | D | — | Sep 17, 2025 | Common Stock | 2,750 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Reorganization, dated as of August 7, 2018 and amended on November 1, 2018, by and between WSFS Financial Corporation ("WSFS") and Beneficial Bancorp, Inc. ("Beneficial"), pursuant to which Beneficial merged with and into WSFS, with WSFS continuing as the surviving entity (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Beneficial common stock issued and outstanding immediately prior to such time (other than certain excluded common stock) was converted into the right to receive 0.3013 of a share of WSFS common stock and $2.93 in cash.
- F2Shares of restricted stock vest in 5 equal annual installments beginning on September 17, 2016, the first anniversary of the date of the award.
- F3Stock options vest in 5 equal annual installments with the first 20% vesting on September 17, 2016, the first anniversary of the date of the grant.
- F4At the Effective Time, pursuant to the Agreement and Plan of Reorganization, dated as of August 7, 2018 and amended on November 1, 2018, by and between WSFS and Beneficial, all stock options were cancelled and the reporting person received a cash payment for each stock option equal to the difference, if positive, between $19.50 and the applicable exercise price of such stock option.