SEC FORM 4

SEC Form 4

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^*

Maliszewski Kenneth J

(Last)

(First)

(Middle)

3993 HUNTINGDON PIKE 3RD FLOOR

(Street)

HUNTINGDON VALLEY

19006

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Polonia Bancorp Inc [ PBCP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2012

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	11/09/2012		J⁽¹⁾		13,626	A	$0.0000	13,626	D
Common Stock	11/09/2012		I⁽¹⁾		27,060	A	$0.0000	27,060	I	By 401(k)
Common Stock	11/09/2012		J⁽¹⁾		4,680	A	$0.0000	4,680	I	By ESOP
Common Stock	11/09/2012		P		3,750	A	$8	3,750	I	By NQ Plan

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)	$8.44⁽²⁾	11/09/2012		J⁽²⁾		45,101		08/21/2008⁽³⁾	08/21/2017	Common Stock	45,101	$0.0000	45,101	D

Explanation of Responses:

1. Pursuant to the Plan of Conversion and Reorganization of Polonia MHC, each share of common stock of Polonia Bancorp (Federal corporation) was exchanged for 1.1136 shares of common stock of Polonia Bancorp, Inc. (Maryland corporation).

2. Pursuant to the Plan of Conversion and Reorganization of Polonia MHC, each option to purchase shares of common stock of Polonia Bancorp (Federal corporation) was converted into an option to purchase shares of common stock of Polonia Bancorp, Inc. (Maryland corporation) by multiplying the number of shares subject to each option by the 1.1136 exchange ratio, rounded down to the nearest share. The exercise price per share of each converted option was determined by dividing the exercise price of the option by the 1.1136 exchange ratio. All such converted options continue to vest based on their original terms.

3. Stock Options granted pursuant to the Polonia Bancorp 2007 Equity Incentive Plan are fully vested and exercisable as of August 21, 2012.

Remarks:

Exhibit List: 24.0 Power of Attorney

	Paul D. Rutkowski, Power of Attorney	11/13/2012
	** 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).
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