SEC Info - Yates Roy D - ‘4’ for 3/1/19 re: Beneficial Bancorp Inc.

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

YATES ROY D

(Last)

(First)

(Middle)

1818 MARKET STREET

(Street)

PHILADELPHIA

19103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Beneficial Bancorp Inc. [ BNCL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
3/1/19

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	3/1/19		D		686,188	D	$0.0000 ⁽¹⁾	0.0000	D
Common Stock	3/1/19		D		33,478	D	$0.0000 ⁽¹⁾	0.0000	I	By Son

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$8.4	3/1/19		D			10,999	⁽²⁾	1/17/23	Common Stock	10,999	$0.0000 ⁽³⁾	0.0000	D
Stock Option (Right to Buy)	$10.77	3/1/19		D			13,748	⁽²⁾	2/20/24	Common Stock	13,748	$0.0000 ⁽³⁾	0.0000	D
Stock Option (Right to Buy)	$8.82	3/1/19		D			5,499	⁽²⁾	3/5/20	Common Stock	5,499	$0.0000 ⁽³⁾	0.0000	D
Stock Option (Right to Buy)	$7.59	3/1/19		D			5,499	⁽²⁾	3/9/19	Common Stock	5,499	$0.0000 ⁽³⁾	0.0000	D
Stock Option (Right to Buy)	$8.3	3/1/19		D			10,999	⁽²⁾	3/23/22	Common Stock	10,999	$0.0000 ⁽³⁾	0.0000	D
Stock Option (Right to Buy)	$7.62	3/1/19		D			5,499	⁽²⁾	5/27/21	Common Stock	5,499	$0.0000 ⁽³⁾	0.0000	D

Explanation of Responses:

(1) Disposed of pursuant to the Agreement and Plan of Reorganization, dated as of August 7, 2018 and amended on November 1, 2018, by and between WSFS Financial Corporation ("WSFS") and Beneficial Bancorp, Inc. ("Beneficial"), pursuant to which Beneficial merged with and into WSFS, with WSFS continuing as the surviving entity (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of Beneficial common stock issued and outstanding immediately prior to such time (other than certain excluded common stock) was converted into the right to receive 0.3013 of a share of WSFS common stock and $2.93 in cash.

(2) Stock options are fully vested and exercisable.

(3) At the Effective Time, pursuant to the Agreement and Plan of Reorganization, dated as of August 7, 2018 and amended on November 1, 2018, by and between WSFS and Beneficial, all stock options were cancelled and the reporting person received a cash payment for each stock option equal to the difference, if positive, between $19.50 and the applicable exercise price of such stock option.

	/s/ Amy J. Hannigan, Power of Attorney	3/4/19
	** Signature of Reporting Person	Date
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.

____________ Transaction Code:
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

Yates Roy D – ‘4’ for 3/1/19 re: Beneficial Bancorp Inc.

On: Tuesday, 3/5/19, at 9:01am ET · For: 3/1/19 · Accession #: 1225208-19-4487 · File #: 1-36806

Previous ‘4’: ‘4’ on 2/22/19 for 2/20/19 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Yates Roy D – ‘4’ for 3/1/19 re: Beneficial Bancorp Inc.

On: Tuesday, 3/5/19, at 9:01am ET · For: 3/1/19 · Accession #: 1225208-19-4487 · File #: 1-36806

Previous ‘4’: ‘4’ on 2/22/19 for 2/20/19 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents