SEC Form 4 · accession 0001225208-19-004482

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

Mar 1, 2019

Accepted (ET)

Mar 5, 2019 · 9:00 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	D/I	Nature of ownership
Common Stock^F1	Mar 1, 2019	D	44,067	$0.00	D	D
Common Stock^F1	Mar 1, 2019	D	21,483	$0.00	D	I	By KSOP
Common Stock^F1,F2	Mar 1, 2019	D	3,600	$0.00	D	I	Restricted Stock IX
Common Stock^F1,F3	Mar 1, 2019	D	1,700	$0.00	D	I	Restricted Stock VIII
Common Stock^F1,F4	Mar 1, 2019	D	53,333	$0.00	D	I	Restricted Stock X
Common Stock^F1,F5	Mar 1, 2019	D	4,470	$0.00	D	I	Restricted Stock XI
Common Stock^F1,F6	Mar 1, 2019	D	5,900	$0.00	D	I	Restricted Stock XII

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F8,F7	$8.40	Mar 1, 2019	D	7,699	D	—	Jan 17, 2023	Common Stock	7,699	D
Stock Option (Right to Buy)^F8,F9	$11.41	Mar 1, 2019	D	13,312	D	—	Feb 6, 2025	Common Stock	13,312	D
Stock Option (Right to Buy)^F8,F7	$10.77	Mar 1, 2019	D	23,098	D	—	Feb 20, 2024	Common Stock	23,098	D
Stock Option (Right to Buy)^F8,F7	$8.30	Mar 1, 2019	D	8,800	D	—	Mar 23, 2022	Common Stock	8,800	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.
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 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.
F6Of 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.
F7Stock options are fully vested and exercisable.
F8At 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.
F9Stock 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.