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* Duncan Fred J (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) Sr VP Retail Banking
	3. Date of Earliest Transaction (Month/Day/Year) 09/11/2012
	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	09/11/2012		I		485	A	$16.28(1)	11,848.4299(2)	I	By 401(k)
Common Stock								4,350(3)	D
Common Stock								1,069	I	As custodian for daughter
Common Stock								4,089.921	I	By ESOP
Common Stock								2,503	I	By IRA
Common Stock								925	I	By Spouse's IRA
Common Stock								407	I	Performance Award(4)
Common Stock								1,000	I	Performance Award II(5)
Common Stock								42	I	Restricted Stock II(6)
Common Stock								106	I	Restricted Stock III(7)
Common Stock								300	I	Restricted Stock IV(8)
Common Stock								600	I	Restricted Stock V(9)
Common Stock								326	I	Restricted Stock VI(10)
Common Stock								1,000	I	Restricted Stock VII(11)

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							(12)	02/27/2019	Common Stock	1,604		1,604	D
Stock Option (Right to Buy)	$12.94							(13)	03/01/2021	Common Stock	2,000		2,000	D
Stock Option (Right to Buy)	$10.68							(14)	03/03/2018	Common Stock	2,246		2,246	D
Stock Option (Right to Buy)	$13.11							(15)	05/10/2022	Common Stock	2,000		2,000	D
Stock Option (Right to Buy)	$9.67							(16)	08/02/2020	Common Stock	1,500		1,500	D
Stock Option (Right to Buy)	$12.39							(17)	08/22/2021	Common Stock	2,391		2,391	D
Stock Option (Right to Buy)	$11.58							(18)	08/31/2017	Common Stock	2,246		2,246	D

Explanation of Responses:

1. Reflects the price of a unit in the 401(k) Plan Stock Fund on the date of the transaction. A unit is comprised of Fox Chase Bancorp, Inc. common stock and cash.

2. Amount reflects an increase in the number of shares owned resulting from an exempt acquisition of shares under the Fox Chase Bank 401(k) Plan.

3. Since the reporting person's last report, 223 shares of restricted stock have vested and are now held directly.

4. 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.

5. 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.

6. Shares of restricted stock vest in 5 equal annual installments beginning on March 3, 2009, the first anniversary of the date of the award.

7. Shares of restricted stock vest in 5 equal annual installments beginning on February 27, 2010, the first anniversary of the date of the award.

8. Shares of restricted stock vest in 5 equal annual installments beginning on August 2, 2011, the first anniversary of the date of the award.

9. Restricted stock vests in 5 annual installments beginning on March 1, 2012, the first annivesary of the date of the award.

10. Restricted stock vests in five equal annual installments beginning on August 22, 2012, the first anniversary of the date of the award.

11. Restricted stock vests in five equal annual installments beginning on May 10, 2013, the first anniversary of the date of the award.

12. Options vest in 5 equal annual installments beginning on February 27, 2010, the first anniversary of the date of the grant.

13. Options vest in 5 annual installments beginning on March 1, 2012, the first anniversary of the date of the grant.

14. Options vest in 5 equal annual installments beginning on March 3, 2009, the first anniversary of the date of the grant.

15. Options vest in 5 equal annual installments beginning on May 10, 2013, the first anniversary of the date of the grant.

16. Options vest in 5 equal annual installments beginning on August 2, 2011, the first anniversary of the date of the grant.

17. Options vest in 5 equal annual installments beginning on August 22, 2012, the first anniversary of the date of the grant.

18. Options vest in 5 equal annual installments beginning on August 31, 2008, the first anniversary of the date of the grant.

Remarks:

duncan-poa.txt

	/s/ Fred J. Duncan	09/13/2012
	** 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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