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^*

Gould James E.

(Last)

(First)

(Middle)

1818 BENEFICIAL BANK PLACE

1818 MARKET STREET

(Street)

PHILADELPHIA

19103-3628

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Beneficial Mutual Bancorp Inc [ BNCL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	E.V.P. & Chief Lending Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2014

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 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	05/27/2014		J⁽¹⁾	V	6,000	A	$0.0000	6,503	D
Common Stock	05/27/2014		F⁽²⁾		1,991	D	$13.52	4,512	D
Common Stock	05/27/2014		J⁽¹⁾	V	6,000	D	$0.0000	4,000	I	Restricted Stock IV⁽³⁾
Common Stock								433.2163	I	By 401(k)
Common Stock								10,000	I	Performance Award II⁽⁴⁾
Common Stock								4,000	I	Restricted Stock V⁽⁵⁾
Common Stock								2,000	I	Restricted Stock VI⁽⁶⁾
Common Stock								2,000	I	Restricted Stock VII⁽⁷⁾

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 (Right to Buy)	$9.13							⁽⁸⁾	03/23/2022	Common Stock	25,000		25,000	D
Stock Option (Right to Buy)	$8.38							⁽⁹⁾	05/27/2021	Common Stock	15,000		15,000	D
Stock Option (Right to Buy)	$9.24							01/17/2014⁽¹⁰⁾	01/17/2023	Common Stock	20,000		20,000	D
Stock Option (Right to Buy)	$11.85							02/20/2015⁽¹¹⁾	02/20/2024	Common Stock	20,000		20,000	D

Explanation of Responses:

1. Since the reporting person's last report, 6,000 shares of restricted stock have vested and are now held directly.

2. Shares are being withheld from vesting total of award for tax withholding purposes.

3. Shares of restricted stock vest at a rate of 60% commencing on May 27, 2014, the third anniversary of the date of the award, 20% vest on May 27, 2015, and the remaining 20% vests on May 27, 2016.

4. The award represents shares of restricted stock which vest accordingly: if during the performance measurement period (beginning with the 12 months ended December 31, 2011 and ending with the 12 months ended December 31, 2015), the Company achieves a rate of return on average assets ("ROAA") of not less than 1% during any of those 12-month periods, then shares will begin to vest in 5 equal annual installments commencing on May 27, 2013. However, if the Company does not achieve an ROAA of not less than 1% by December 31, 2016, the performance requirement for vesting purposes will be that the Company must be ranked in the top quartile of the SNL index of thrifts nationwide with assets between $1 billion and $10 billion based on ROAA (the "SNL Index") for the 2015 fiscal year. In the event the Company is not in the top quartile of the SNL Index based on upon the Company's fiscal 2016 financial performance, then all shares subject to this award will be forfeited.

5. These restricted shares are subject to a three-year cliff vesting schedule whereby no shares vest on the first and second anniversaries of the award, 60% of the shares vest on March 23, 2015, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.

6. These restricted shares are subject to a three-year cliff vesting schedule whereby no shares vest on the first and second anniversaries of the award, 60% of the shares vest on January 17, 2016, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.

7. These restricted shares are subject to a three-year cliff vesting schedule whereby no shares vest on the first and second anniversaries of the award, 60% of the shares vest on February 20, 2017, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.

8. Options vest equally over a 5-year period with the first 20% vesting on March 23, 2013, the first anniversary of the date of the grant.

9. Options vest in equal annual installments over a 5-year period with the first 20% vesting on May 27, 2012, the first anniversary of the date of the grant.

10. Options vest equally over a 5-year period with the first 20% vesting on January 17, 2014, the first anniversary of the date of the grant.

11. Options vest equally over a 5-year period with the first 20% vesting on February 20, 2015, the first anniversary of the date of the grant.

	/s/ Amy J. Hannigan, Power of Attorney	05/29/2014
	** 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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