Sec Form 4 Filing - ROTHKOPF JACK E @ PRUDENTIAL BANCORP, INC. - 2020-02-18

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) 02/18/2020 (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 02/18/2020 F( 1 ) 1,000 D $ 17.27 35,976 D

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( 2 ) 02/18/2025 Common Stock 50,000 50,000 D Stock Option $ 7.68 01/05/2014( 3 ) 01/05/2023 Common Stock 5,901 5,901 D Stock Option $ 18.16 07/17/2020( 4 ) 07/17/2029 Common Stock 3,500 3,500 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 02/20/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposition solely to meet tax obligations upon vesting of a grant of restricted shares pursuant to the 2014 Stock Incentive Plan. ( 2 )The options are vesting at a rate of 20% per year commencing on February 18, 2016. ( 3 )The options vested at a rate of 20% per year commencing on January 5, 2014. ( 4 )The option vest at the rate of 20% per year commencing July 17, 2020.

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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