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^*

HANUSCIN JEFFREY

(Last)

(First)

(Middle)

C/O PRUDENTIAL BANCORP, INC.

1834 WEST 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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	First VP and Controller

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2017

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	06/19/2017		F⁽¹⁾		254	D	$18.16	6,962⁽²⁾	D
Common Stock								1,108⁽³⁾	I	By 401(k) Plan
Common Stock								4,088⁽⁴⁾	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	$12.23							02/18/2016⁽⁵⁾	02/18/2025	Common Stock	11,000		11,000	D
Stock Option	$10.24							06/19/2014⁽⁶⁾	06/19/2023	Common Stock	10,171		10,171	D

Explanation of Responses:

1. Disposition solely to meet tax obligation upon vesting of grant of shares pursuant to the 2008 Recognition and Retention Plan and Trust.

2. Includes 3,000 shares which reflects the unvested portion of grant originally covering 5,000 shares pursuant to the 2014 Stock Incentive Plan that vest 20% per year commencing on February 18, 2016. Also includes 738 shares held in the 2008 Recognition and Retention Plan and Trust which reflects the unvested portion of a grant award originally covering 3,682 shares of common stock that is vesting at the at the rate of 20% per year commencing on June 19, 2014.

3. Reflects units which reflect share interests in the Issuer's 401(k) Plan. Also reflects units acquired in the Issuer's 401(k) Plan since the last ownership report filed by the reporting person.

4. Reflects shaers held in the Issuer's employee stock ownership plan. Reflects shares allocated since the last ownership report filed by the reporting person.

5. The options vest at the rate of 20% per year commencing on February 18, 2016.

6. The options are vesting at the rate of 20% per year commencing on June 19, 2014.

Remarks:

	/s/Jack E. Rothkopf, Attorney-in-Fact for Jeffrey Hanuscin	06/21/2017
	** 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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