SEC Form 4 · accession 0001225208-19-004487

Beneficial Bancorp Inc. · BNCL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Mar 1, 2019

Accepted (ET)

Mar 5, 2019 · 9:01 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 Stock^F1	Mar 1, 2019	D	686,188	$0.00	D	0	D
Common Stock^F1	Mar 1, 2019	D	33,478	$0.00	D	0	I	By Son

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F3,F2	$8.40	Mar 1, 2019	D	10,999	D	—	Jan 17, 2023	Common Stock	10,999	D
Stock Option (Right to Buy)^F3,F2	$10.77	Mar 1, 2019	D	13,748	D	—	Feb 20, 2024	Common Stock	13,748	D
Stock Option (Right to Buy)^F3,F2	$8.82	Mar 1, 2019	D	5,499	D	—	Mar 5, 2020	Common Stock	5,499	D
Stock Option (Right to Buy)^F3,F2	$7.59	Mar 1, 2019	D	5,499	D	—	Mar 9, 2019	Common Stock	5,499	D
Stock Option (Right to Buy)^F3,F2	$8.30	Mar 1, 2019	D	10,999	D	—	Mar 23, 2022	Common Stock	10,999	D
Stock Option (Right to Buy)^F3,F2	$7.62	Mar 1, 2019	D	5,499	D	—	May 27, 2021	Common Stock	5,499	D

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.
F2Stock options are fully vested and exercisable.
F3At 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.