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*
CROWLEY JOSEPH T

(Last) (First) (Middle)
C/O WILLOW FINANCIAL BANK
170 SOUTH WARNER ROAD

(Street)
WAYNE PA 19087

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WILLOW FINANCIAL BANCORP, INC. [ WFBC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/30/2007
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)
Code V Amount (A) or (D) Price
Common Stock 05/30/2007 P 1,000 A $11.56 11,836(1)(2) D
Common Stock 05/31/2007 P 361 A $11.655 12,197(1)(2) D
Common Stock 05/31/2007 P 139 A $11.66 12,336(1)(2) D
Common Stock 7,896.705(1)(3) I By 401(k) Plan
Common Stock 161(1) I By self as custodian for children
Common Stock 136(1) I By Spouse
Common Stock 49(1)(4) I By First Financial Bank ESOP
Common Stock 2,193(1) I By Deferred Compensation Plan(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $14.5(6) (7) 01/03/2016 Common Stock 525(6) 525(6) D
Explanation of Responses:
1. On January 23, 2007, the Issuer declared a 5% stock dividend, payable on February 23, 2007 to all holders of record of common stock on February 9, 2007. As a result, the reporting person received .05 shares of Issuer common stock for each share held as of February 9, 2007.
2. Includes 4,290 shares granted pursuant to the 2005 Recognition and Retention Plan ("RRP") which reflect the unvested portion of a grant amount originally covering 6,129 shares that commenced vesting at a rate of 33.33% per year on January 6, 2007, and was adjusted for the stock dividend. Also includes the grant of 5,690 shares pursuant to the RRP that vest over three years at 33.33% per year commencing on January 5, 2008 that originally represented a grant of 5,419 shares which have been adjusted for the stock dividend.
3. Includes shares acquired under the Issuer's 401(k) plan since the date of the reporting person's last ownership report.
4. The 49 shares are held in the First Financial Bank Employee Stock Ownership Plan ("ESOP"). Such plan will be terminated and the shares held thereby distributed to participants upon receipt of a qualified determination letter. Does not reflect final allocation of shares held in such ESOP.
5. The reporting person disclaims beneficial ownership of these securities; and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
6. This option was previously reported as an option for 500 shares of common stock at an exercise price of $15.22 per share, but was adjusted to reflect the stock dividend declared on January 23, 2007.
7. The options vest at a rate of 20% per year beginning on the first anniversary of the date of grant.
Remarks:
/s/ Joseph T. Crowley 06/01/2007
** 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.