Sec Form 4 Filing - Cuddy Gerard P @ Beneficial Mutual Bancorp Inc - 2014-03-05

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Cuddy Gerard P 2. Issuer Name and Ticker or Trading Symbol Beneficial Mutual Bancorp Inc [ BNCL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) 1818 BENEFICIAL BANK PLACE, 1818 MARKET STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/05/2014 (Street) PHILADELPHIA, PA19103-3628 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/05/2014 J( 1 ) V 1,500 A $ 0 38,809 D Common Stock 03/05/2014 F 509 ( 2 ) D $ 12.43 38,300 D Common Stock 03/07/2014 S 10,000 D $ 13.1 28,300 D Common Stock 03/05/2014 J( 1 ) V 1,500 D $ 0 1,500 I Restricted Stock III ( 3 ) Common Stock 8,745.3115 I By 401(k) Common Stock 1,080 I By IRA Common Stock 7,500 I Performance Award ( 4 ) Common Stock 15,000 I Performance Award II ( 5 ) Common Stock 9,000 I Restricted Stock II ( 6 ) Common Stock 10,000 I Restricted Stock IV ( 7 ) Common Stock 20,000 I Restricted Stock V ( 8 ) Common Stock 20,000 I Restricted Stock VI ( 9 ) Common Stock 20,000 I Restricted Stock VII ( 10 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) $ 9.7 ( 11 ) 03/05/2020 Common Stock 15,000 15,000 D Stock Option (Right to Buy) $ 9.13 ( 12 ) 03/23/2022 Common Stock 75,000 75,000 D Stock Option (Right to Buy) $ 8.38 ( 13 ) 05/27/2021 Common Stock 30,000 30,000 D Stock Option (Right to Buy) $ 11.86 ( 14 ) 08/06/2018 Common Stock 200,000 200,000 D Stock Option (Right to Buy) $ 9.24 01/17/2014( 15 ) 01/17/2023 Common Stock 75,000 75,000 D Stock Option (Right to Buy) $ 11.85 02/20/2015( 16 ) 02/20/2024 Common Stock 75,000 75,000 D Stock Option (Right to Buy) $ 8.35 03/09/2010( 17 ) 03/09/2019 Common Stock 15,000 15,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cuddy Gerard P 1818 BENEFICIAL BANK PLACE 1818 MARKET STREET PHILADELPHIA, PA19103-3628 X President and CEO Signatures /s/ Amy J. Hannigan, Power of Attorney 03/07/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Since the reporting person's last report, 1,500 shares previously held by Restricted Stock have vested and are now held directly. ( 2 )Shares are being withheld from vesting total of award for tax withholding purposes. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )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% vest on May 27, 2015, and the remaining 20% vests on May 27, 2016. ( 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 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. ( 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 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. ( 10 )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. ( 11 )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. ( 12 )Options vest equally over a 5-year period with the first 20% vesting on March 23, 2013, the first anniversary of the date of the grant. ( 13 )Options vest in equal annual installments over a 5-year period with the first 20% vesting on May 27, 2012, the first anniversary of the date of the grant. ( 14 )Options vest equally over a 5-year period with the first 20% vesting on August 6, 2009, the first anniversary of the date of the grant. ( 15 )Options vest equally over a 5-year period with the first 20% vesting on January 17, 2014, the first anniversary of the date of the grant. ( 16 )Options vest equally over a 5-year period with the first 20% vesting on February 20, 2015, the first anniversary of the date of the grant. ( 17 )Options vest equally over a 5-year period with the first 20% vesting on March 9, 2010, the first anniversary of the date of the grant.

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