Sec Form 4 Filing - Bauer Richard E @ Fox Chase Bancorp Inc - 2014-11-14

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 Bauer Richard E 2. Issuer Name and Ticker or Trading Symbol Fox Chase Bancorp Inc [ FXCB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4390 DAVISVILLE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/14/2014 (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 11/14/2014 S 100 D $ 16.85 16,342 ( 1 ) D Common Stock 11/14/2014 S 100 D $ 16.83 16,242 D Common Stock 11/14/2014 S 100 D $ 16.76 16,142 D Common Stock 11/14/2014 S 100 D $ 16.735 16,042 D Common Stock 11/14/2014 S 200 D $ 16.84 15,842 D Common Stock 11/14/2014 S 200 D $ 16.77 15,642 D Common Stock 11/14/2014 S 200 D $ 16.74 15,442 D Common Stock 11/14/2014 S 203 D $ 16.7 15,239 D Common Stock 11/14/2014 S 236 D $ 16.71 15,003 D Common Stock 11/14/2014 S 290 D $ 16.8 14,713 D Common Stock 11/14/2014 S 400 D $ 16.78 14,313 D Common Stock 11/14/2014 S 500 D $ 16.86 13,813 D Common Stock 11/14/2014 S 503 D $ 16.72 13,310 D Common Stock 11/14/2014 S 610 D $ 16.79 12,700 D Common Stock 11/14/2014 S 800 D $ 16.75 11,900 D Common Stock 11/14/2014 S 1,458 D $ 16.73 10,442 D Common Stock 1,000 I Restricted Stock II ( 2 ) Common Stock 1,950 I Restricted Stock III ( 3 ) Common Stock 5,200 I Restricted Stock IV ( 4 )

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) $ 13.11 ( 5 ) 05/10/2022 Common Stock 7,500 7,500 D Stock Option (Right to Buy) $ 12.39 ( 6 ) 08/22/2021 Common Stock 6,000 6,000 D Stock Option (Right to Buy) $ 11.58 ( 7 ) 08/31/2017 Common Stock 25,661 25,661 D Stock Option (Right to Buy) $ 17 03/07/2014( 8 ) 03/07/2023 Common Stock 15,000 15,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bauer Richard E 4390 DAVISVILLE ROAD HATBORO, PA19040 X Signatures Roger S. Deacon, Attorney-in-Fact 11/17/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Since the reporting person's last report 3,600 shares of restricted stock have vested and are now held directly. ( 2 )Restricted stock vests in five equal annual installments beginning on August 22, 2012, the first anniversary of the date of the award. ( 3 )Restricted stock vests in five equal annual installments beginning on May 10, 2013, the first anniversary of the date of the award. ( 4 )Shares of restricted stock vest in 5 equal annual installments beginning on March 7, 2014, the first anniversary of the date of the award. ( 5 )Options vest in 5 equal annual installments beginning on May 10, 2013, the first anniversary of the date of the grant. ( 6 )Options vest in 5 equal annual installments beginning on August 22, 2012, the first anniversary of the date of the grant. ( 7 )Options are fully vested and exerciseable. ( 8 )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).

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

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