8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):                       March 28, 2014

Prudential Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania	000-55084		46-2935427
(State or other jurisdiction	(Commission File Number)		(IRS Employer
of incorporation)			Identification No.)
1834 West Oregon Avenue, Philadelphia, Pennsylvania		19145
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:      (215) 755-1500

Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On March 28, 2014, Prudential Bancorp, Inc. (the “Company”) distributed a notice to participants in the Prudential Savings Bank Employees’ Savings & Profit Sharing Plan and Trust (the “401(k) Plan”) notifying participants that, effective April 28, 2014, there would be a change in the mix of funds offered to participants in the 401(k) plan.  The notice indicated that fund swaps are scheduled to begin on April 28th and that, due to the number of plans involved in this fund swap, there will be a blackout period beginning on April 28, 2014 and which is expected to end during the week of May 5, 2014 (the “Blackout Period”). During the Blackout Period, participants in the 401(k) Plan will temporarily be unable to make changes or effect transactions within their account, including redirecting investment allocations or requesting withdrawals or distributions of any type from the 401(k) plan.

In connection with the foregoing, on March 28, 2014, the Company sent a notice to its executive officers and its directors pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR. A copy of the notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference thereto.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
99.1	Notice sent on March 28, 2014 to Executive Officers and Directors of Prudential Bancorp, Inc. regarding a Blackout Period

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PRUDENTIAL BANCORP, INC.
Date: March 28, 2014	By:	/s/ Joseph R. Corrato
		Joseph R. Corrato
		Executive Vice President and Chief Financial Officer

3

EX-99.1

 IMPORTANT NOTICE CONCERNING LIMITATIONS ON

TRADING IN PRUDENTIAL BANCORP, INC. EQUITY SECURITIES

To:	Executive Officers and Directors of Prudential Bancorp, Inc. (the “Company”)
From:	Joseph R. Corrato, Executive Vice President and Chief Financial Officer
Date:	March 28, 2014
Re:	Blackout Period Notice

1. As you may know, a “blackout period” will be imposed under the Prudential Savings Bank Employees’ Savings & Profit Sharing Plan and Trust (the “401(k) Plan”).  This blackout period, described in more detail below, is due to the pending change of certain fund selections available in the 401(k) Plan. Under the Sarbanes-Oxley Act of 2002 and SEC Regulation BTR, the executive officers and directors of the Company will generally be prohibited from engaging in transactions involving Company equity securities (including options and other derivatives based on Company stock) during this blackout period.

2. As a result of the fund swaps for the 401(k) Plan, during the blackout period participants in the 401(k) Plan will be temporarily unable to (1) make exchanges into or out of the Prudential Employer Stock Fund under the 401(k) Plan, (2) take distributions of money invested in the Prudential Employer Stock Fund and (3) take loans of money invested in the Prudential Employer Stock Fund.

3. The blackout period for the 401(k) Plan is expected to begin on April 28, 2014 and end during the week of May 5, 2014; provided, however, that the blackout period may be extended due to events that are beyond the control of the Company.  We will notify you of any changes that affect the dates of the blackout period.  In addition, you can confirm the status of the blackout period by contacting Joseph R. Corrato, Executive Vice President and Chief Financial Officer, Prudential Bancorp, Inc., 1834 West Oregon Avenue, Philadelphia, Pennsylvania 19145 or by calling (215) 755-1500.

4. Generally, during the blackout period, you are prohibited from directly or indirectly purchasing, selling or otherwise transferring any equity security of the Company that you acquired in connection with your service as an executive officer or director.  “Equity securities” are defined broadly to include options and other derivatives.  Covered transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest.  

5. The prohibition covers securities acquired “in connection with service as a director or executive officer.”  This includes but is not limited to, among other things, securities acquired under a compensatory plan or contract (such as under a stock option or a restricted stock grant or shares under any retirement or deferred compensation plan), as a direct or indirect inducement to employment with the Company or the Bank or joining

the Board of Directors, and in transactions between the individual and the Company.  Securities acquired outside of an individual’s service as a director or executive officer (such as shares acquired when the person was an employee but not yet an executive officer) are not covered.  However, if you hold both covered shares and non-covered shares, any shares that you sell will be presumed to come first from the covered shares unless you can identify the source of the sold shares and show that you use the same identification for all related purposes (such as tax reporting and disclosure requirements).

6. The following are examples of transactions that you may not engage in during the blackout period:

· Exercising stock options granted to you in connection with your service as a director or executive officer of the Company;

· Selling Company stock that you acquired by exercising options granted by the Company; and

· Selling Company stock that you originally received as a restricted stock grant from the Company.

7. There are certain exemptions, including:

· Purchases or sales under Rule 10b5-1(c) trading plans (so long as you do not make or modify your election during the blackout period or at a time when you are aware of the actual or approximate dates of the blackout);

· Bona fide gifts, bequests and transfers pursuant to domestic relations orders.

8. If you engage in a transaction that violates these rules, you can be required to disgorge your profits from the transaction, and you are subject to civil and criminal penalties.

The rules summarized above are complex, and the criminal and civil penalties that could be imposed upon executive officers and directors who violate them could be severe.

We therefore request that you contact Joseph R. Corrato, Executive Vice President and Chief Financial Officer, Prudential Bancorp, Inc., 1834 West Oregon Avenue, Philadelphia, Pennsylvania 19145 or by calling (215) 755-1500 before engaging in any transaction involving Company stock or derivatives based on Company stock during the blackout period, or if you believe that any such transaction in which you have a pecuniary interest may occur during the blackout period.

2