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*
Lynch Keiron G

(Last) (First) (Middle)
4390 DAVISVILLE ROAD

(Street)
HATBORO PA 19040

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Fox Chase Bancorp Inc [ FXCB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP
3. Date of Earliest Transaction (Month/Day/Year)
03/07/2016
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 03/07/2016 J(1) V 737 A $0.00 29,313 D
Common Stock 03/07/2016 J(1) V 200 A $0.00 29,513 D
Common Stock 03/13/2016 J(1) V 268 A $0.00 29,781 D
Common Stock 03/14/2016 J(1) V 400 A $0.00 30,181 D
Common Stock 03/07/2016 J(1) V 737 D $0.00 737 I Performance Award III(2)
Common Stock 03/07/2016 J(1) V 200 D $0.00 400 I Restricted Stock IV(3)
Common Stock 03/13/2016 J(1) V 268 D $0.00 1,072 I Restricted Stock VI(4)
Common Stock 03/14/2016 J(1) V 400 D $0.00 1,200 I Restricted Stock V(5)
Common Stock 13,442.7624(6) I By ESOP
Common Stock 6,613 I By Incentive Plan
Common Stock 224 I Performance Award(7)
Common Stock 710 I Performance Award II(8)
Common Stock 660 I Performance Award IV(9)
Common Stock 129 I Restricted Stock II(10)
Common Stock 400 I Restricted Stock III(11)
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) $11.58 08/31/2008 08/31/2017 Common Stock 1,065(12) 1,065(12) D
Stock Option (Right to Buy) $12.39 08/22/2012 08/22/2021 Common Stock 3,783(13) 3,783(13) D
Stock Option (Right to Buy) $13.11 05/10/2013 05/10/2022 Common Stock 2,000(14) 2,000(14) D
Stock Option (Right to Buy) $17 03/07/2014 03/07/2023 Common Stock 2,000(15) 2,000(15) D
Stock Option (Right to Buy) $16.96 03/14/2015 03/14/2024 Common Stock 2,000(16) 2,000(16) D
Stock Option (Right to Buy) $16.99 03/13/2016 03/13/2025 Common Stock 2,000(17) 2,000(17) D
Explanation of Responses:
1. This form reports the vesting of stock awards.
2. The actual amount of shares received under this award was determined on the third anniversary date of grant (March 7, 2016). The recipient received 1,474 shares of common stock of which 50% vested on the third anniversary of the date of grant, 25% will vest on the fourth anniversary of the date of grant and 25% will vest on the fifth anniversary of the date of grant.
3. Restricted stock vests in five equal annual installments beginning on March 7, 2014, the first anniversary of the date of the award.
4. Restricted stock vests in five equal annual installments beginning on March 13, 2016, the first anniversary of the date of the award.
5. Restricted stock vests in five equal annual installments beginning on March 14, 2015, the first anniversary of the date of the award.
6. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Act of 1934, as amended.
7. The actual amount of shares received under this award was determined on the third anniversary date of grant (August 22, 2014). The recipient received 901 shares of common stock of which 50% vested on the third anniversary of the date of grant, 25% vested on the fourth anniversary of the date of grant and 25% will vest on the fifth anniversary of the date of grant.
8. The actual amount of shares received under this award was determined on the third anniversary of the date of grant (May 10, 2015). The recipient received 1,421 shares of common stock of which 50% vested on the third anniversary of the date of grant, 25% will vest on the fourth anniversary of the date of grant and 25% will vest on the fifth anniversary of the date of grant.
9. The actual amount of shares to be received under this award will be determined on the third anniversary of the date of grant and may fluctuate based on the performance of the Company during that three-year period. Depending on the performance, the recipient may receive up to 990 shares of common stock. The award vests as follows: 50% on the third anniversary of the date of the grant (March 13, 2018), 50% on the fourth anniversary of the date of the grant, in each case subject to the achievement of certain performance metrics. If such performance metrics have not been satisfied as of such dates, such award shares will be forfeited.
10. Restricted stock vests in five equal annual installments beginning on August 22, 2012, the first anniversary of the date of the award.
11. Restricted stock vests in five equal annual installments beginning on May 10, 2013, the first anniversary of the date of the award.
12. Options are fully vested and exercisable.
13. Options vest in five equal annual installments beginning on August 22, 2012, the first anniversary of the date of the grant.
14. Options vest in five equal annual installments beginning on May 10, 2013, the first anniversary of the date of the grant.
15. Options vest in five equal annual installments beginning on March 7, 2014, the first anniversary of the date of the grant.
16. Options vest in five equal annual installments beginning on March 14, 2015, the first anniversary of the date of the grant.
17. Options vest in five equal annual installments beginning on March 13, 2016, the first anniversary of the date of the grant.
/s/ Roger S. Deacon, pursuant to power of attorney 03/18/2016
** 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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