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*
ROTHKOPF JACK E

(Last) (First) (Middle)
C/O PRUDENTIAL BANCORP, INC.
1834 WEST OREGON AVENUE

(Street)
PHILADELPHIA PA 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)
SVP, CFO and Treasurer
3. Date of Earliest Transaction (Month/Day/Year)
02/18/2017
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)
Code V Amount (A) or (D) Price
Common Stock 02/18/2017 F(1) 982 D $17.39 20,065(2) D
Common Stock 7,908 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $12.23 02/18/2016(3) 02/18/2025 Common Stock 50,000 50,000 D
Stock Option $11.84 01/05/2010(4) 01/05/2019 Common Stock 18,683 18,683 D
Stock Option $7.68 01/05/2014(5) 01/05/2023 Common Stock 5,901 5,901 D
Explanation of Responses:
1. Disposition solely to meet tax obligations upon vesting of grant of shares pursuant to the 2014 Stock Incentive Plan.
2. Includes 416 shares held in the 2008 Recognition and Retention Plan Trust which reflects the unvested portion of a grant award originally covering 2,077 shares of common stock that are vesting at the rate of 20% per year commencing on January 5, 2014. Also includes 9,000 shares which reflects the unvested portion of a grant originally covering 15,000 shares pursuant to the 2014 Stock Incentive Plan that vest 20% per year commencing on February 18, 2016.
3. The options are vesting at a rate of 20% per year commencing on February 18, 2016.
4. The options vested at a rate of 20% per year commencing on January 5, 2010.
5. The options are vesting at a rate of 20% per year commencing on January 5, 2014.
Remarks:
/s/Jack E. Rothkopf 02/22/2017
** 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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