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)
08/17/2012
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 08/17/2012 M 3,885 A $0.0000 18,234 D
Common Stock 08/17/2012 S 1 D $14.99 18,233 D
Common Stock 08/17/2012 S 1 D $14.98 18,232 D
Common Stock 08/17/2012 S 73 D $14.911 18,159 D
Common Stock 08/17/2012 S 100 D $14.96 18,059 D
Common Stock 08/17/2012 S 200 D $14.982 17,859 D
Common Stock 08/17/2012 S 600 D $14.91 17,259 D
Common Stock 08/17/2012 S 2,910 D $14.95 14,349 D
Common Stock 7,671.9116 I By ESOP
Common Stock 6,213 I By Incentive Plan
Common Stock 644 I Performance Award(1)
Common Stock 1,000 I Performance Award II(2)
Common Stock 2,993 I Restricted Stock(3)
Common Stock 644 I Restricted Stock II(4)
Common Stock 1,000 I Restricted Stock III(5)
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) $8.22 08/17/2012 M 3,885 (6) 02/27/2019 Common Stock 3,885 $0.0000 2,588 D
Stock Option (Right to Buy) $13.11 (7) 05/10/2022 Common Stock 2,000 2,000 D
Stock Option (Right to Buy) $12.39 (8) 08/22/2021 Common Stock 3,783 3,783 D
Stock Option (Right to Buy) $11.58 (9) 08/31/2017 Common Stock 34,215 34,215 D
Explanation of Responses:
1. The award vests as follows: 50% on the third anniversary of the date of the grant (August 22, 2014), 25% on the fourth anniversary of the date of the grant and 25% on the fifth 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.
2. The award vests as follows: 50% on the third anniversary of the date of the grant (May 10, 2015), 25% on the fourth anniversary of the date of the grant and 25% on the fifth 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.
3. Shares of restricted stock vest in 5 equal annual installments beginning on August 31, 2008, the first anniversary of the date of the award.
4. Restricted stock vests in five equal annual installments beginning on August 22, 2012, the first anniversary of the date of the award.
5. Restricted stock vests in five equal annual installments beginning on May 10, 2013, the first anniversary of the date of the award.
6. Options vest in 5 equal annual installments beginning on February 27, 2010, the first anniversary of the date of the grant.
7. Options vest in 5 equal annual installments beginning on May 10, 2013, the first anniversary of the date of the grant.
8. Options vest in 5 equal annual installments beginning on August 22, 2012, the first anniversary of the date of the grant.
9. Options vest in 5 equal annual installments beginning on August 31, 2008, the first anniversary of the date of the grant.
Remarks:
lynch-poa.txt
/s/ Keiron G. Lynch 08/21/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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