Sec Form 4 Filing - Cuddy Gerard P @ Beneficial Bancorp Inc. - 2016-08-10

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 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 & CEO (Last) (First) (Middle) 1818 MARKET STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/10/2016 (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 08/10/2016 S 100 D $ 14.49 38,581 D Common Stock 08/10/2016 S 100 D $ 14.44 38,481 D Common Stock 08/10/2016 S 100 D $ 14.42 38,381 D Common Stock 08/10/2016 S 300 D $ 14.43 38,081 D Common Stock 08/10/2016 S 500 D $ 14.45 37,581 D Common Stock 08/10/2016 S 700 D $ 14.37 36,881 D Common Stock 08/10/2016 S 915 D $ 14.32 35,966 D Common Stock 08/10/2016 S 1,100 D $ 14.4 34,866 D Common Stock 08/10/2016 S 1,100 D $ 14.36 33,766 D Common Stock 08/10/2016 S 1,396 D $ 14.48 32,370 D Common Stock 08/10/2016 S 1,403 D $ 14.46 30,967 D Common Stock 08/10/2016 S 1,530 D $ 14.41 29,437 D Common Stock 08/10/2016 S 2,000 D $ 14.34 27,437 D Common Stock 08/10/2016 S 2,000 D $ 14.33 25,437 D Common Stock 08/10/2016 S 2,252 D $ 14.47 23,185 D Common Stock 08/10/2016 S 4,084 D $ 14.38 19,101 D Common Stock 08/10/2016 S 4,500 D $ 14.35 14,601 D Common Stock 08/10/2016 S 5,920 D $ 14.39 8,681 D Common Stock 23,185 I By IRA Common Stock 24,721 I By KSOP Common Stock 16,498 I Performance Award II ( 1 ) Common Stock 35,000 I Restricted Stock IX ( 2 ) Common Stock 4,400 I Restricted Stock V ( 3 ) Common Stock 8,800 I Restricted Stock VI ( 4 ) Common Stock 21,998 I Restricted Stock VII ( 5 ) Common Stock 31,000 I Restricted Stock VIII ( 6 ) Common Stock 498,000 I Restricted Stock X ( 7 )

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 ( 8 ) 01/17/2023 Common Stock 82,492 82,492 D Stock Option (Right to Buy) $ 11.41 ( 9 ) 02/06/2025 Common Stock 47,541 47,541 D Stock Option (Right to Buy) $ 10.77 ( 10 ) 02/20/2024 Common Stock 82,492 82,492 D Stock Option (Right to Buy) $ 8.82 ( 11 ) 03/05/2020 Common Stock 16,498 16,498 D Stock Option (Right to Buy) $ 7.59 ( 11 ) 03/09/2019 Common Stock 16,498 16,498 D Stock Option (Right to Buy) $ 8.3 ( 12 ) 03/23/2022 Common Stock 82,492 82,492 D Stock Option (Right to Buy) $ 7.62 ( 11 ) 05/27/2021 Common Stock 32,997 32,997 D Stock Option (Right to Buy) $ 10.78 ( 11 ) 08/06/2018 Common Stock 219,980 219,980 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cuddy Gerard P 1818 MARKET STREET PHILADELPHIA, PA19103 X President & CEO Signatures /s/ Amy J. Hannigan, Power of Attorney 08/10/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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. ( 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 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. ( 7 )Shares 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. ( 8 )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. ( 9 )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. ( 10 )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. ( 11 )Stock options are fully vested and exercisable. ( 12 )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.

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

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