Sec Form 4 Filing - ROTHKOPF JACK E @ PRUDENTIAL BANCORP, INC. - 2016-01-05

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
ROTHKOPF JACK E
2. Issuer Name and Ticker or Trading Symbol
PRUDENTIAL BANCORP, INC. [ PBIP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, CFO and Treasurer
(Last) (First) (Middle)
C/O PRUDENTIAL BANCORP, INC., 1834 WEST OREGON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
01/05/2016
(Street)
PHILADELPHIA, PA19145
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 01/05/2016 F( 1 ) 144 D $ 14.92 22,115 ( 2 ) D
Common Stock 6,337 ( 3 ) I By ESOP
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 $ 12.23 02/18/2016( 4 ) 02/18/2025 Common Stock 50,000 50,000 D
Stock Option $ 11.84 01/05/2010( 5 ) 01/05/2019 Common Stock 18,683 18,683 D
Stock Option $ 7.68 01/05/2014( 6 ) 01/05/2023 Common Stock 5,901 5,901 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROTHKOPF JACK E
C/O PRUDENTIAL BANCORP, INC.
1834 WEST OREGON AVENUE
PHILADELPHIA, PA19145
SVP, CFO and Treasurer
Signatures
/s/ Jack E. Rothkopf 01/07/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposition solely to meet tax obligations for distribution of shares from 2008 Recognition and Retention Plan Trust.
( 2 )Includes 832 shares held in the 2008 Recognition and Retention Plan Trust which reflects the unvested portion of a grant award originally covering 2,077 shares of common stock that are vesting at the rate of 20% per year commencing on January 5, 2014. Also includes 15,000 shares granted pursuant to the 2014 Stock Incentive Plan that vest 20% per year commencing on February 18, 2016.
( 3 )Includes shares allocated to the reporting person's account in the ESOP since the last filed Form 4.
( 4 )The options are vesting at a rate of 20% per year commencing on February 18, 2016.
( 5 )The options vested at a rate of 20% per year commencing on January 5, 2010.
( 6 )The options are vesting at a rate of 20% per year commencign on January 5, 2014.

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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