Sec Form 4 Filing - Lynch Keiron G @ Fox Chase Bancorp Inc - 2012-08-17

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 Lynch Keiron G 2. Issuer Name and Ticker or Trading Symbol Fox Chase Bancorp Inc [ FXCB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP (Last) (First) (Middle) 4390 DAVISVILLE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 08/17/2012 (Street) HATBORO, PA19040 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 08/17/2012 M 3,885 A $ 0 18,234 D Common Stock 08/17/2012 S 1 D $ 14.99 18,233 D Common Stock 08/17/2012 S 1 D $ 14.98 18,232 D Common Stock 08/17/2012 S 73 D $ 14.911 18,159 D Common Stock 08/17/2012 S 100 D $ 14.96 18,059 D Common Stock 08/17/2012 S 200 D $ 14.982 17,859 D Common Stock 08/17/2012 S 600 D $ 14.91 17,259 D Common Stock 08/17/2012 S 2,910 D $ 14.95 14,349 D Common Stock 7,671.9116 I By ESOP Common Stock 6,213 I By Incentive Plan Common Stock 644 I Performance Award ( 1 ) Common Stock 1,000 I Performance Award II ( 2 ) Common Stock 2,993 I Restricted Stock ( 3 ) Common Stock 644 I Restricted Stock II ( 4 ) Common Stock 1,000 I Restricted Stock III ( 5 )

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) $ 8.22 08/17/2012 M 3,885 ( 6 ) 02/27/2019 Common Stock 3,885 $ 0 2,588 D Stock Option (Right to Buy) $ 13.11 ( 7 ) 05/10/2022 Common Stock 2,000 2,000 D Stock Option (Right to Buy) $ 12.39 ( 8 ) 08/22/2021 Common Stock 3,783 3,783 D Stock Option (Right to Buy) $ 11.58 ( 9 ) 08/31/2017 Common Stock 34,215 34,215 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lynch Keiron G 4390 DAVISVILLE ROAD HATBORO, PA19040 EVP Signatures /s/ Keiron G. Lynch 08/21/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The award vests as follows: 50% on the third anniversary of the date of the grant (August 22, 2014), 25% on the fourth anniversary of the date of the grant and 25% on the fifth anniversary of the date of the grant, in each case subject to the achievement of certain performance metrics. If such performance metrics have not been satisfied as of such dates, such award shares will be forfeited. ( 2 )The award vests as follows: 50% on the third anniversary of the date of the grant (May 10, 2015), 25% on the fourth anniversary of the date of the grant and 25% on the fifth anniversary of the date of the grant, in each case subject to the achievement of certain performance metrics. If such performance metrics have not been satisfied as of such dates, such award shares will be forfeited. ( 3 )Shares of restricted stock vest in 5 equal annual installments beginning on August 31, 2008, the first anniversary of the date of the award. ( 4 )Restricted stock vests in five equal annual installments beginning on August 22, 2012, the first anniversary of the date of the award. ( 5 )Restricted stock vests in five equal annual installments beginning on May 10, 2013, the first anniversary of the date of the award. ( 6 )Options vest in 5 equal annual installments beginning on February 27, 2010, the first anniversary of the date of the grant. ( 7 )Options vest in 5 equal annual installments beginning on May 10, 2013, the first anniversary of the date of the grant. ( 8 )Options vest in 5 equal annual installments beginning on August 22, 2012, the first anniversary of the date of the grant. ( 9 )Options vest in 5 equal annual installments beginning on August 31, 2008, the first anniversary of the date of the grant.

Remarks: lynch-poa.txt

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).

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