SEC FORM 4

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^*

Vento Thomas A

(Last)

(First)

(Middle)

C/O PRUDENTIAL SAVINGS BANK

1834 OREGON AVENUE

(Street)

PHILADELPHIA

19145

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PRUDENTIAL BANCORP, INC. [ PBIP ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
10/09/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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								30,237⁽¹⁾⁽²⁾	D
Common Stock	10/09/2013		P		8,576	A	$10	34,262⁽¹⁾	I	By 401(K) Plan
Common Stock								12,446⁽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)
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)	Code	V	(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)
Stock Option	$11.84							01/05/2010	01/05/2019	Common Stock	106,784⁽³⁾		106,784	D
Stock Option	$7.68							01/05/2014	01/05/2023	Common Stock	19,183⁽³⁾		19,183	D

Explanation of Responses:

1. Prudential Bancorp, Inc. is the successor to Prudential Bancorp, Inc. of Pennsylvania ("Old Prudential"). Pursuant to a reorganization exempt under Rule 16b-7, each share of common stock of Old Prudential outstanding on October 9, 2013 was automatically exchanged for .9442 shares of common stock of Prudential Bancorp, Inc., with fractional shares cashed out at $10 per share.

2. Includes 14,450 shares (as adjusted pursuant to the reorganization described in footnote (1) above) held in the 2008 Recognition and Retention Plan and Trust Agreement which reflects the unvested portions of two grants aggregating originally 51,305 shares of common stock of Old Prudential that are vesting at the rate of 20% per year commencing on January 5, 2010 and January 5, 2014, respectively.

3. Pursuant to a reorganization exempt under Rule 16b-7, each outstanding option to purchase a share of common stock of Old Prudential outstanding as of October 9, 2011 was automatically exchanged for an option to purchase 0.9442 shares of Prudential Bancorp, Inc. with the exercise price adjusted to reflect the operation of the exchange ratio. The number of shares subject to the option grant, after applying the exchange ratio, was adjusted downward to the nearest whole share while the exercise price, after applying the exchange ratio, was adjusted upward to the nearest whole cent. The options vest at the rate of 20% per year.

Remarks:

	/s/Joseph R. Corrato, A.I.F. for Thomas A. Vento	10/09/2013
	** 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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