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Filing Details

Accession Number:
0001225208-15-001351
Form Type:
4
Zero Holdings:
No
Publication Time:
2015-01-14 19:37:36
Reporting Period:
2015-01-12
Filing Date:
2015-01-14
Accepted Time:
2015-01-14 19:37:36
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1615418 Beneficial Bancorp Inc. BNCL Savings Institutions, Not Federally Chartered (6036) 000000000
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1396640 P Gerard Cuddy 1818 Market Street
Philadelphia PA 19103
President & Ceo Yes Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2015-01-12 36,573 $0.00 36,573 No 4 J Direct
Common Stock Acquisiton 2015-01-12 1,187 $0.00 1,187 No 4 J Indirect By IRA
Common Stock Acquisiton 2015-01-12 13,289 $10.00 13,289 No 4 P Indirect By KSOP
Common Stock Acquisiton 2015-01-12 10,330 $0.00 23,619 No 4 J Indirect By KSOP
Common Stock Acquisiton 2015-01-12 8,249 $0.00 8,249 No 4 J Indirect Performance Award
Common Stock Acquisiton 2015-01-12 16,498 $0.00 16,498 No 4 J Indirect Performance Award II
Common Stock Acquisiton 2015-01-12 8,249 $0.00 8,249 No 4 J Indirect Restricted Stock II
Common Stock Acquisiton 2015-01-12 1,650 $0.00 1,650 No 4 J Indirect Restricted Stock III
Common Stock Acquisiton 2015-01-12 4,400 $0.00 4,400 No 4 J Indirect Restricted Stock IV
Common Stock Acquisiton 2015-01-12 21,998 $0.00 21,998 No 4 J Indirect Restricted Stock V
Common Stock Acquisiton 2015-01-12 21,998 $0.00 21,998 No 4 J Indirect Restricted Stock VI
Common Stock Acquisiton 2015-01-12 21,998 $0.00 21,998 No 4 J Indirect Restricted Stock VII
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 J Direct
No 4 J Indirect By IRA
No 4 P Indirect By KSOP
No 4 J Indirect By KSOP
No 4 J Indirect Performance Award
No 4 J Indirect Performance Award II
No 4 J Indirect Restricted Stock II
No 4 J Indirect Restricted Stock III
No 4 J Indirect Restricted Stock IV
No 4 J Indirect Restricted Stock V
No 4 J Indirect Restricted Stock VI
No 4 J Indirect Restricted Stock VII
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Stock Option (Right to Buy) Acquisiton 2015-01-12 82,492 $0.00 82,492 $8.40
Common Stock Stock Option (Right to Buy) Acquisiton 2015-01-12 82,492 $0.00 82,492 $10.77
Common Stock Stock Option (Right to Buy) Acquisiton 2015-01-12 16,498 $0.00 16,498 $8.82
Common Stock Stock Option (Right to Buy) Acquisiton 2015-01-12 16,498 $0.00 16,498 $7.59
Common Stock Stock Option (Right to Buy) Acquisiton 2015-01-12 82,492 $0.00 82,492 $8.30
Common Stock Stock Option (Right to Buy) Acquisiton 2015-01-12 32,997 $0.00 32,997 $7.62
Common Stock Stock Option (Right to Buy) Acquisiton 2015-01-12 219,980 $0.00 219,980 $10.78
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
82,492 2023-01-17 No 4 J Direct
82,492 2024-02-20 No 4 J Direct
16,498 2020-03-05 No 4 J Direct
16,498 2019-03-09 No 4 J Direct
82,492 2022-03-23 No 4 J Direct
32,997 2021-05-27 No 4 J Direct
219,980 2018-08-06 No 4 J Direct
Footnotes
  1. Pursuant to the Plan of Conversion and Reorganization of Beneficial Savings Bank MHC, Beneficial Mutual Bancorp, Inc. and Beneficial Mutual Savings Bank, each share of common stock of Beneficial Mutual Bancorp was exchanged for 1.0999 shares of Beneficial Bancorp, Inc. common stock.
  2. The award represents shares of restricted stock which vest accordingly: if during the performance measurement period (beginning with the 12 months ended December 31, 2010 and ending with the 12 months ended December 31, 2014), the Company achieves a rate of return on average assets ("ROAA") of not less than 1% during any of those 12-month periods, then shares will begin to vest in 5 equal annual installments commencing on March 31, 2012. However, if the Company does not achieve an ROAA of not less than 1% by December 31, 2015, the performance requirement for vesting purposes will be that the Company must be ranked in the top quartile of the SNL index of thrifts nationwide with assets between $1 billion and $10 billion based on ROAA (the "SNL Index") for the 2014 fiscal year. In the event the Company is not in the top quartile of the SNL Index based on upon the Company's fiscal 2015 financial performance, then all shares subject to this award will be forfeited.
  3. The award represents shares of restricted stock which vest accordingly: if during the performance measurement period (beginning with the 12 months ended December 31, 2011 and ending with the 12 months ended December 31, 2015), the Company achieves a rate of return on average assets ("ROAA") of not less than 1% during any of those 12-month periods, then shares will begin to vest in 5 equal annual installments commencing on May 27, 2013. However, if the Company does not achieve an ROAA of not less than 1% by December 31, 2016, the performance requirement for vesting purposes will be that the Company must be ranked in the top quartile of the SNL index of thrifts nationwide with assets between $1 billion and $10 billion based on ROAA (the "SNL Index") for the 2015 fiscal year. In the event the Company is not in the top quartile of the SNL Index based on upon the Company's fiscal 2016 financial performance, then all shares subject to this award will be forfeited.
  4. These restricted shares vest according to the following vesting schedules: (1) 7,500 shares are subject to a three-year cliff vesting schedule whereby no shares vest on the first and second anniversaries of the award, which was March 9, 2009; 60% of the shares vest on the third anniversary of the award; and thereafter 20% of the shares each vest on the fourth and fifth anniversaries of the award; and (2) 7,500 shares will vest if certain specified performance requirements are met during the performance measurement period beginning on December 31, 2010 and ending on December 31, 2014.
  5. These restricted shares vest according the the following schedule: the first 4,500 shares (representing 60% of the award) vest on March 5, 2013, the third anniversary of the date of the award, 1,500 shares (20%) vest on March 5, 2014 and the remaining 1,500 shares (20%) vest on March 5, 2015.
  6. Shares of restricted stock vest at a rate of 60% commencing on May 27, 2014, the third anniversary of the date of the award, 20% vests on May 27, 2015, and the remaining 20% vests on May 27, 2016.
  7. These 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 March 23, 2015, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.
  8. These 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 17, 2016, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.
  9. These 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.
  10. Pursuant to the Plan of Conversion and Reorganization, each option to purchase a share of Beneficial Mutual Bancorp common stock was converted into an option to purchase 1.0999 shares of Beneficial Bancorp common stock, rounded down to the nearest share. The exercise price was determined by dividing the exercise price of the Beneficial Mutual Bancorp option by the 1.0999 exchange ratio with such quotient rounded up to the nearest whole cent. All such options continue to vest on their original terms.
  11. Stock options vest in 5 equal annual installments with the first 20% vesting on January 17, 2014, the first anniversary of the date of the grant.
  12. Stock options vest in 5 equal annual installments with the first 20% vesting on February 20, 2015, the first anniversary of the date of the grant.
  13. Stock options vest in 5 equal annual installments with the first 20% vesting on March 5, 2011, the first anniversary of the date of the grant.
  14. Stock options are fully vested and exercisable.
  15. Stock options vest in 5 equal annual installments with the first 20% vesting on March 23, 2013, the first anniversary of the date of the grant.
  16. Stock options vest in 5 equal annual installments with the first 20% vesting on May 27, 2012, the first anniversary of the date of the grant.