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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* MARCELL FREDERICK A JR (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) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/19/2007
	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	06/19/2007		S		100	D	$12.79	46,546(1)(2)	D
Common Stock	06/19/2007		S		200	D	$12.76	46,346(1)(2)	D
Common Stock	06/19/2007		S		200	D	$12.77	46,146(1)(2)	D
Common Stock	06/19/2007		S		417	D	$12.81	45,729(1)(2)	D
Common Stock	06/19/2007		S		700	D	$12.78	45,029(1)(2)	D
Common Stock	06/19/2007		S		2,988	D	$12.75	42,041(1)(2)	D
Common Stock								718(1)	I	By Spouse's IRA
Common Stock								40,652(1)(3)	I	By Deferred Compensation Plan
Common Stock								75,527(1)	I	By 401(k)
Common Stock								10,911(1)	I	By ESOP

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)	$3.7851(4)							(5)	10/26/2009	Common Stock	40,222(4)		40,222(4)	D
Stock Option (Right to Buy)	$7.9358(4)							(5)	01/22/2012	Common Stock	8,379(4)		8,379(4)	D
Stock Option (Right to Buy)	$12.181(4)							(5)	11/25/2012	Common Stock	78,750(4)		78,750(4)	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 Februrary 9, 2007.

2. Includes 1,354 shares granted pursuant to the 2005 Recognition and Retention Plan ("RRP") which reflect the unvested portion of a grant amount originally covering 1,935 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 2,032 shares pursuant to the 2005 RRP that vest over three years at 33.33% per year commencing on January 5, 2008 that originally represented a grant of 1,935 shares that was adjusted for the stock dividend and 8,400 shares held in the 2002 RRP Trust allocated to the Reporting Person which reflect the unvested portion of a grant amount originally covering 40,000 shares that commenced vesting at a rate of 20% per year on November 25, 2003 and was adjusted for the stock dividend.

3. 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.

4. These options were previously reported as options for 38,307, 7,980 and 75,000 shares of common stock at exercise prices of $3.9744, $8.3326 and $12.79 per share, respectively, but were adjusted to reflect the stock dividend declared on January 23, 2007.

5. The options vest at a rate of 20% per year commencing on the first anniversary of the date of grant.

Remarks:

	/s/ Frederick A. Marcell Jr. by Joseph T. Crowley as P.O.A.	06/21/2007
	** 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).
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