Sec Form 4 Filing - Duncan Fred J @ Fox Chase Bancorp Inc - 2014-05-09

Insider filing report for Changes in Beneficial Ownership
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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
Duncan Fred J
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)
Sr VP Retail Banking
(Last) (First) (Middle)
4390 DAVISVILLE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
05/09/2014
(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 05/09/2014 S 561 D $ 16.5 4,818 D
Common Stock 05/09/2014 S 1,000 D $ 16.56 3,818 D
Common Stock 05/09/2014 S 1,300 D $ 16.75 2,518 D
Common Stock 1,069 I As custodian for daughter
Common Stock 12,453 I By 401(k)
Common Stock 6,037.6078 I By ESOP
Common Stock 2,503 I By IRA
Common Stock 925 I By Spouse's IRA
Common Stock 407 I Performance Award ( 1 )
Common Stock 1,000 I Performance Award II ( 2 )
Common Stock 1,000 I Performance Award III ( 3 )
Common Stock 200 I Restricted Stock IV ( 4 )
Common Stock 2,000 I Restricted Stock IX ( 5 )
Common Stock 300 I Restricted Stock V ( 6 )
Common Stock 245 I Restricted Stock VI ( 7 )
Common Stock 800 I Restricted Stock VII ( 8 )
Common Stock 800 I Restricted Stock VIII ( 9 )
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 ( 10 ) 02/27/2019 Common Stock 1,604 1,604 D
Stock Option (Right to Buy) $ 12.94 ( 11 ) 03/01/2021 Common Stock 2,000 2,000 D
Stock Option (Right to Buy) $ 10.68 ( 12 ) 03/03/2018 Common Stock 2,246 2,246 D
Stock Option (Right to Buy) $ 16.96 ( 13 ) 03/14/2024 Common Stock 2,000 2,000 D
Stock Option (Right to Buy) $ 13.11 ( 14 ) 05/10/2022 Common Stock 2,000 2,000 D
Stock Option (Right to Buy) $ 9.67 ( 15 ) 08/02/2020 Common Stock 1,500 1,500 D
Stock Option (Right to Buy) $ 12.39 ( 16 ) 08/22/2021 Common Stock 2,391 2,391 D
Stock Option (Right to Buy) $ 11.58 ( 12 ) 08/31/2017 Common Stock 2,246 2,246 D
Stock Option (Right to Buy) $ 17 03/07/2014( 17 ) 03/07/2023 Common Stock 2,000 2,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Duncan Fred J
4390 DAVISVILLE ROAD
HATBORO, PA19040
Sr VP Retail Banking
Signatures
Roger S. Deacon, Attorney-in-Fact 05/09/2014
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 )The award vests as follows: 50% on the third anniversary of the date of the grant (March 7, 2016), 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.
( 4 )Shares of restricted stock vest in 5 equal annual installments beginning on August 2, 2011, the first anniversary of the date of the award.
( 5 )Restricted stock vests in five equal annual installments beginning on March 14, 2015, the first anniversary of the date of the award.
( 6 )Restricted stock vests in 5 annual installments beginning on March 1, 2012, the first annivesary of the date of the award.
( 7 )Restricted stock vests in five equal annual installments beginning on August 22, 2012, the first anniversary of the date of the award.
( 8 )Restricted stock vests in five equal annual installments beginning on May 10, 2013, the first anniversary of the date of the award.
( 9 )Shares of restricted stock vest in 5 equal annual installments beginning on March 7, 2014, the first anniversary of the date of the award.
( 10 )Options vest in 5 equal annual installments beginning on February 27, 2010, the first anniversary of the date of the grant.
( 11 )Options vest in 5 annual installments beginning on March 1, 2012, the first anniversary of the date of the grant.
( 12 )Options are fully vested and exerciseable.
( 13 )Options vest in 5 equal annual installments beginning on March 14, 2015, the first anniversary of the date of the grant.
( 14 )Options vest in 5 equal annual installments beginning on May 10, 2013, the first anniversary of the date of the grant.
( 15 )Options vest in 5 equal annual installments beginning on August 2, 2011, the first anniversary of the date of the grant.
( 16 )Options vest in 5 equal annual installments beginning on August 22, 2012, the first anniversary of the date of the grant.
( 17 )Options vest in 5 equal annual installments beginning on March 7, 2014, 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).
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