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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* McLaughlin Joseph J (Last) (First) (Middle) 1818 MARKET STREET (Street) PHILADELPHIA PA 19103 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Beneficial Bancorp Inc. [ BNCL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/12/2015
	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	01/12/2015		J(1)		41,246	A	$0.0000	41,246	D
Common Stock	01/12/2015		P		5,000	A	$10	46,246	D
Common Stock	01/12/2015		J(1)		5,499	A	$0.0000	5,499	I	By Spouse
Common Stock	01/12/2015		J(1)		550	A	$0.0000	550	I	Restricted Stock III(2)
Common Stock	01/12/2015		J(1)		1,100	A	$0.0000	1,100	I	Restricted Stock IV(3)
Common Stock	01/12/2015		J(1)		1,650	A	$0.0000	1,650	I	Restricted Stock V(4)
Common Stock	01/12/2015		J(1)		2,200	A	$0.0000	2,200	I	Restricted Stock VI(5)
Common Stock	01/12/2015		J(1)		1,649	A	$0.0000	1,649	I	Restricted Stock VII(6)

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)	$8.4(7)	01/12/2015		J(7)		10,999		(8)	01/17/2023	Common Stock	10,999	$0.0000	10,999	D
Stock Option (Right to Buy)	$10.77(7)	01/12/2015		J(7)		13,748		(9)	02/20/2024	Common Stock	13,748	$0.0000	13,748	D
Stock Option (Right to Buy)	$8.82(7)	01/12/2015		J(7)		5,499		(10)	03/05/2020	Common Stock	5,499	$0.0000	5,499	D
Stock Option (Right to Buy)	$7.59(7)	01/12/2015		J(7)		5,499		(11)	03/09/2019	Common Stock	5,499	$0.0000	5,499	D
Stock Option (Right to Buy)	$8.3(7)	01/12/2015		J(7)		10,999		(12)	03/23/2022	Common Stock	10,999	$0.0000	10,999	D
Stock Option (Right to Buy)	$7.62(7)	01/12/2015		J(7)		5,499		(13)	05/27/2021	Common Stock	5,499	$0.0000	5,499	D
Stock Option (Right to Buy)	$10.78(7)	01/12/2015		J(7)		54,995		(11)	08/06/2018	Common Stock	54,995	$0.0000	54,995	D

Explanation of Responses:

1. Pursuant to the Plan of Conversion and Reorganization of Beneficial Savings Bank MHC, Beneficial Mutual Bancorp, Inc. and Beneficial Mutual Savings Bank, each share of common stock of Beneficial Mutual Bancorp was exchanged for 1.0999 shares of Beneficial Bancorp, Inc. common stock.

2. Shares of restricted stock vest in 5 equal annual installments with the first 20% vesting on March 5, 2011, the first anniversary of the date of the award.

3. Shares of restricted stock vest in 5 equal annual installments with the first 20% vesting on May 27, 2012, the first anniversary of the date of the award.

4. Shares of restricted stock vest in 5 equal annual installments with the first 20% vesting on March 23, 2013, the first anniversary of the date of the award.

5. Shares of restricted stock vest in 5 equal annual installments with the first 20% vesting on January 17, 2014, the first anniversary of the date of the award.

6. Shares of restricted stock vest in 5 equal annual installments with the first 20% vesting on February 20, 2015, the first anniversary of the date of the award.

7. Pursuant to the Plan of Conversion and Reorganization, each option to purchase a share of Beneficial Mutual Bancorp common stock was converted into an option to purchase 1.0999 shares of Beneficial Bancorp common stock, rounded down to the nearest share. The exercise price was determined by dividing the exercise price of the Beneficial Mutual Bancorp option by the 1.0999 exchange ratio with such quotient rounded up to the nearest whole cent. All such options continue to vest on their original terms.

8. Stock options vest in 5 equal annual installments with the first 20% vesting on January 17, 2014, the first anniversary of the date of the grant.

9. Stock options vest in 5 equal annual installments with the first 20% vesting on February 20, 2015, the first anniversary of the date of the grant.

10. Stock options vest in 5 equal annual installments with the first 20% vesting on March 5, 2011, the first anniversary of the date of the grant.

11. Stock options are fully vested and exercisable.

12. Stock options vest in 5 equal annual installments with the first 20% vesting on March 23, 2013, the first anniversary of the date of the grant.

13. Stock options vest in 5 equal annual installments with the first 20% vesting on May 27, 2012, the first anniversary of the date of the grant.

Remarks:

mclaughlin-poa.txt

	/s/ Amy J. Hannigan, Power of Attorney	01/14/2015
	** 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).
** 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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