Sec Form 4 Filing - Ryder Joanne R @ Beneficial Bancorp Inc. - 2016-02-22

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Ryder Joanne R 2. Issuer Name and Ticker or Trading Symbol Beneficial Bancorp Inc. [ BNCL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP/Chief Administration Off. (Last) (First) (Middle) 1818 MARKET STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2016 (Street) PHILADELPHIA, PA19103 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 02/22/2016 S 400 D $ 12.91 16,605 D Common Stock 02/22/2016 S 1,200 D $ 12.88 15,405 D Common Stock 02/22/2016 S 1,290 D $ 12.87 14,115 D Common Stock 02/22/2016 S 2,110 D $ 12.9 12,005 D Common Stock 15,981 I By KSOP Common Stock 1,320 I Restricted Stock II ( 1 ) Common Stock 2,640 I Restricted Stock III ( 2 ) Common Stock 2,640 I Restricted Stock IV ( 3 ) Common Stock 6,599 I Restricted Stock V ( 4 ) Common Stock 15,000 I Restricted Stock VI ( 5 ) Common Stock 15,000 I Restricted Stock VII ( 6 )

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) $ 8.4 ( 7 ) 01/17/2023 Common Stock 35,196 35,196 D Stock Option (Right to Buy) $ 11.41 ( 8 ) 02/06/2025 Common Stock 20,284 20,284 D Stock Option (Right to Buy) $ 10.77 ( 9 ) 02/20/2024 Common Stock 35,196 35,196 D Stock Option (Right to Buy) $ 8.82 ( 10 ) 03/05/2020 Common Stock 2,749 2,749 D Stock Option (Right to Buy) $ 7.59 ( 10 ) 03/09/2019 Common Stock 2,749 2,749 D Stock Option (Right to Buy) $ 8.3 ( 11 ) 03/23/2022 Common Stock 35,196 35,196 D Stock Option (Right to Buy) $ 7.62 ( 12 ) 05/27/2021 Common Stock 21,998 21,998 D Stock Option (Right to Buy) $ 10.78 ( 10 ) 08/06/2018 Common Stock 27,497 27,497 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ryder Joanne R 1818 MARKET STREET PHILADELPHIA, PA19103 EVP/Chief Administration Off. Signatures /s/ Amy J. Hannigan, Power of Attorney 02/22/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These restricted shares vest as follows: no shares vest on the first and second anniversaries of the award; 60% of the shares vest on May 27, 2014, the third anniversary of the award; and 20% of the shares vest on each of the fourth and fifth anniversaries of the award. ( 2 )These restricted shares vest as follows: 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 20% of the shares vest on each of the fourth and fifth anniversaries of the award. ( 3 )These restricted shares vest as follows: 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 20% of the shares vest on each of the fourth and fifth anniversaries of the award. ( 4 )These restricted shares vest as follows: 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 20% of the shares vest on each of the fourth and fifth anniversaries of the award. ( 5 )These restricted shares vest as follows: no shares vest on the first and second anniversaries of the award; 60% of the shares vest on February 6, 2018, the third anniversary of the award; and 20% of the shares vest on each of the fourth and fifth anniversaries of the award. ( 6 )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 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. ( 7 )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. ( 8 )Stock 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. ( 9 )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. ( 10 )Stock options are fully vested and exercisable. ( 11 )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. ( 12 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.