Sec Form 4 Filing - Cestare Thomas David @ Beneficial Bancorp Inc. - 2017-10-10

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Cestare Thomas David
2. Issuer Name and Ticker or Trading Symbol
Beneficial Bancorp Inc. [ BNCL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP and CFO
(Last) (First) (Middle)
1818 MARKET STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/10/2017
(Street)
PHILADELPHIA, PA19103
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 10/10/2017 S( 1 ) 25,000 D $ 17.0002 ( 2 ) 52,803 D
Common Stock 17,643 I By KSOP
Common Stock 33,492 I Restricted Stock IX ( 3 )
Common Stock 3,520 I Restricted Stock VI ( 4 )
Common Stock 7,039 I Restricted Stock VII ( 5 )
Common Stock 35,000 I Restricted Stock VIII ( 6 )
Common Stock 183,333 I Restricted Stock X ( 7 )
Common Stock 9,416 I Restricted Stock XI ( 8 )
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) $ 7.62 ( 9 ) 05/27/2021 Common Stock 32,997 32,997 D
Stock Option (Right to Buy) $ 8.3 ( 9 ) 03/23/2022 Common Stock 54,995 54,995 D
Stock Option (Right to Buy) $ 8.4 ( 10 ) 01/17/2023 Common Stock 65,994 65,994 D
Stock Option (Right to Buy) $ 9.09 ( 9 ) 07/06/2020 Common Stock 2,749 2,749 D
Stock Option (Right to Buy) $ 10.77 ( 11 ) 02/20/2024 Common Stock 65,994 65,994 D
Stock Option (Right to Buy) $ 11.41 ( 12 ) 02/06/2025 Common Stock 38,032 38,032 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cestare Thomas David
1818 MARKET STREET
PHILADELPHIA, PA19103
EVP and CFO
Signatures
/s/ Amy J. Hannigan, Power of Attorney 10/11/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This Form 4 reflects the sale of shares pursuant to a Board-approved Rule 10b5-1 trading plan.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $17.00 to $17.025, inclusive. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 3 )These restricted shares are subject to a three-year cliff vesting schedule whereby no shares vest on the first and second anniversaries of the award, 60% of the shares vest on January 28, 2019, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.
( 4 )These restricted shares are subject to a three-year cliff vesting schedule whereby no shares vest on the first and second anniversaries of the award, 60% of the shares vest on January 17, 2016, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.
( 5 )These restricted shares are subject to a three-year cliff vesting schedule whereby no shares ve st on the first and second anniversaries of the award, 60% of the shares vest on February 20, 2017, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.
( 6 )These restricted shares are subject to a three-year cliff vesting schedule whereby no shares vest on the first and second anniversaries of the award, 60% of the shares vest on February 06, 2018, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.
( 7 )Shares of restricted stock vest in 3 equal annual installments with the first 33 1/3% vesting on June 9, 2017, the first anniversary of the date of the award.
( 8 )Of the 9,416 shares granted 5,649 shares will fully vest on January 26, 2020 upon the satisfaction of company performance criteria related to credit quality, return on average assets and total shareholder return. The remaining 3,767 shares are subject to vesting in 3 equal annual installments with the first 33 1/3% vesting on January 26, 2018, the first anniversary of the date of the award.
( 9 )Stock options are fully vested and exercisable.
( 10 )Stock options vest in 5 equal annual installments with the first 20% vesting on January 17, 2014, the first anniversary of the date of the grant.
( 11 )Stock options vest in 5 equal annual installments with the first 20% vesting on February 20, 2015, the first anniversary of the date of the grant.
( 12 )Stock options vest in 5 equal annual installments with the first 20% vesting on February 6, 2016, 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.