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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Beneficial Mutual Bancorp Inc [ BNCL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/09/2012 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 03/09/2012 | F | 895(1) | D | $8.89 | 42,664(2) | D | |||
Common Stock | 5,873.7776 | I | By 401(k) | |||||||
Common Stock | 5,132 | I | By Daughter | |||||||
Common Stock | 5,291 | I | By Son | |||||||
Common Stock | 4,000 | I | Performance Award(3) | |||||||
Common Stock | 35,000 | I | Restricted Stock(4) | |||||||
Common Stock | 5,600 | I | Restricted Stock II(5) | |||||||
Common Stock | 4,000 | I | Restricted Stock III(6) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $9.7 | (7) | 03/05/2020 | Common Stock | 5,000 | 5,000 | D | ||||||||
Stock Option (Right to Buy) | $11.86 | (8) | 08/06/2018 | Common Stock | 100,000 | 100,000 | D | ||||||||
Stock Option (Right to Buy) | $8.35 | 03/09/2010(9) | 03/09/2019 | Common Stock | 5,000 | 5,000 | D |
Explanation of Responses: |
1. Shares are being withheld from vesting total of award for tax withholding purposes. |
2. Since the reporting person's last report 2,400 shares of restricted stock have vested and, after giving effect to the sale of shares for tax withholding purposes, 42,664 shares are now held directly. |
3. The award represents shares of restricted stock which vest accordingly: if during the performance measurement period (beginning with the 12 months ended December 31, 2010 and ending with the 12 months ended December 31, 2014), the Company achieves a rate of return on average assets ("ROAA") of not less than 1% during any of those 12-month periods, then shares will begin to vest in 5 equal annual installments commencing on March 31, 2012. However, if the Company does not achieve an ROAA of not less than 1% by December 31, 2015, the performance requirement for vesting purposes will be that the Company must be ranked in the top quartile of the SNL index of thrifts nationwide with assets between $1 billion and $10 billion based on ROAA (the "SNL Index") for the 2014 fiscal year. In the event the Company is not in the top quartile of the SNL Index based on upon the Company's fiscal 2015 financial performance, then all shares subject to this award will be forfeited. |
4. These restricted shares, initially awarded on August 6, 2008, vest according to the following vesting schedules: (1) 25,000 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 the third anniversary of the award; and thereafter 20% of the shares each vest on the fourth and fifth anniversaries of the award; and (2) 25,000 shares will vest if certain specified performance requirements are met during the performance measurement period beginning on December 31, 2009 and ending on December 31, 2013. |
5. These restricted shares, initially awarded on March 9, 2009, vest according to the following vesting schedules: (1) 4,000 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 the third anniversary of the award; and thereafter 20% of the shares each vest on the fourth and fifth anniversaries of the award; and (2) 4,000 shares will vest if certain specified performance requirements are met during the performance measurement period beginning on December 31, 2010 and ending on December 31, 2014. |
6. These restricted shares vest according to the following schedule: (1) the first 2,400 shares (representing 60% of the award) vest on March 5, 2013, the third anniversary of the date of the award, 800 shares (20%) vest on March 5, 2014 and the remaining 800 shares (20%) vest on March 5, 2015. |
7. Stock options vest in 5 equal annual installments with the first 20% vesting on March 5, 2011, the first anniversary of the date of the grant. |
8. Options vest equally over a 5-year period with the first 20% vesting on August 6, 2009, the first anniversary of the date of the grant. |
9. Options vest equally over a 5-year period with the first 20% vesting on March 9, 2010, the first anniversary of the date of the grant. |
/s/ Amy J. Hannigan, Power of Attorney | 03/13/2012 | |
** 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). | ||
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. |