SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

SIDHU JAY S

(Last)

(First)

(Middle)

1015 PENN AVENUE, SUITE 103

(Street)

WYOMISSING

19610

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Customers Bancorp, Inc. [ CUBI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2014

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	05/27/2014		J	30,012⁽³⁾	A	$0	330,142	D
Restricted Stock Units (Common Stock)	05/27/2014		J	37,714⁽³⁾	A	$0	96,245	D
Restricted Stock Units (Class B Non-Voting Common Stock)	05/27/2014		J	21,164⁽³⁾	A	$0	232,804	D

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)	4. Transaction Code (Instr. 8)	(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)
Employee Stock Options (right to buy)	$15.23⁽⁴⁾	05/27/2014		J	61,791⁽³⁾		05/21/2018	05/21/2023	Common Stock	61,791	$0	679,701⁽¹⁾	D
Warrants	$9.55⁽⁴⁾	05/27/2014		J	19,560⁽³⁾		06/30/2009	06/30/2016	Common Stock	19,560	$0	215,156	D
Warrants	$9.55⁽⁴⁾	05/27/2014		J	2,189⁽³⁾		09/30/2009	09/30/2016	Common Stock	2,189	$0	24,080	D
Warrants	$9.55⁽⁴⁾	05/27/2014		J	6,063⁽³⁾		11/13/2009	11/13/2016	Common Stock	6,063	$0	66,695	D
Employee Stock Options (right to buy)	$8.86⁽⁴⁾	05/27/2014		J	44,875⁽³⁾		04/06/2015	04/06/2020	Common Stock	44,875	$0	493,629⁽¹⁾	D
Employee Stock Options (right to buy)	$8.55⁽⁴⁾	05/27/2014		J	1,167⁽³⁾		07/14/2015	07/14/2020	Common Stock	1,167	$0	12,834⁽¹⁾	D
Employee Stock Options (right to buy)	$10.91⁽⁴⁾	05/27/2014		J	7,442⁽³⁾		12/28/2015	12/28/2020	Common Stock	7,442	$0	81,864⁽¹⁾	D
Employee Stock Options (right to buy)	$10.91⁽⁴⁾	05/27/2014		J	7,646⁽³⁾		01/31/2016	01/31/2021	Common Stock	7,646	$0	84,105⁽¹⁾	D
Employee Stock Options (right to buy)	$10.91⁽⁴⁾	05/27/2014		J	3,352⁽³⁾		02/28/2016	02/28/2021	Common Stock	3,352	$0	36,869⁽¹⁾	D
Employee Stock Options (right to buy)	$10.91⁽⁴⁾	05/27/2014		J	2,683⁽³⁾		03/07/2016	03/07/2021	Common Stock	2,683	$0	29,514⁽¹⁾	D
Employee Stock Options (right to buy)	$12⁽⁴⁾	05/27/2014		J	6,240⁽³⁾		09/17/2016	09/17/2021	Class B Non-Voting Common Stock	6,240	$0	68,639⁽²⁾	D
Employee Stock Options (right to buy)	$12⁽⁴⁾	05/27/2014		J	9,849⁽³⁾		09/30/2016	09/30/2021	Class B Non-Voting Common Stock	9,849	$0	108,334⁽²⁾	D
Employee Stock Options (right to buy)	$12.73⁽⁴⁾	05/27/2014		J	71,118⁽³⁾		09/20/2017	09/20/2022	Common Stock	71,118	$0	782,300⁽¹⁾	D

Explanation of Responses:

1. Under the terms of the Customers Bancorp, Inc. 2010 Stock Option Plan, these Stock Options will vest and become exercisable on the fifth anniversary of date of grant, subject to a 50% increase in the trading price of the company's voting common stock on the NASDAQ Global Select Market (or other national stock market or securities quotation system).

2. Under the terms of the Customers Bancorp, Inc. 2010 Stock Option Plan, these Stock Options will vest and become exercisable on the fifth anniversary of date of grant, subject to a 50% increase in the Fully Diluted Tangible Book Value (as defined and determined in accordance with the 2010 Stock Option Plan) of the company.

3. On May 15, 2014, Customers Bancorp, Inc. declared a 10% stock dividend payable to all holders of record of common stock on May 27, 2014 (the "Stock Dividend"). As a result, the reporting person received additional shares of common stock as of June 30, 2014.

4. Exercise price adjusted to account for the Stock Dividend.

Remarks:

	/s/Jay S. Sidhu by Glenn A. Yeager under Power of Attorney	02/17/2015
	** 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).
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