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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Cuddy Gerard P C/O WSFS FINANCIAL CORPORATION 500 DELAWARE AVE. WILMINGTON, DE 19801 |
/s/ Gerard P. Cuddy by Charles K. Mosher, Attorney-in-Fact | 03/05/2019 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Received in exchange for 55,689 shares of Beneficial Bancorp, Inc. ("Beneficial") common stock in connection with the merger of Beneficial with and into WSFS Financial Corporation ("WSFS") effective March 1, 2019 (the "Merger"). At the effective time of the Merger at 12:01 a.m. on March 1, 2019 (the "Effective Time"), each outstanding share of Beneficial common stock converted into the right to receive 0.3013 shares of WSFS common stock and $2.93 in cash (the "Merger Consideration"). On February 28, 2019, the last trading day before the Effective Time, the closing price of Beneficial's common stock was $16.12 per share and the closing price of WSFS' common stock was $43.28 per share. All fractional share holdings were paid in cash. |
(2) | Received in exchange for 6,200 shares of Restricted Stock VIII of Beneficial in connection with the Merger. At the Effective Time, each award in respect of a share of Beneficial common stock subject to vesting, repurchase or other lapse restriction granted under a Beneficial stock plan other than a stock option (a "Beneficial Restricted Stock Award") fully vested (with any applicable performance-based vesting conditions applicable to such Beneficial Restricted Stock Award deemed to have been fully achieved) and canceled and converted into the right to receive the Merger Consideration. On February 28, 2019, the last trading day before the Effective Time, the closing price of Beneficial's common stock was $16.12 per share and the closing price of WSFS' common stock was $43.28 per share. All fractional share holdings were paid in cash. |
(3) | In connection with the Merger, shares of Restricted Stock previously held in trust for the benefit of Mr. Cuddy will be converted into shares of WSFS common stock, to be held directly by him. |
(4) | Received in exchange for 14,000 shares of Restricted Stock IX of Beneficial in connection with the Merger. At the Effective Time, each Beneficial Restricted Stock Award fully vested (with any applicable performance-based vesting conditions applicable to such Beneficial Restricted Stock Award deemed to have been fully achieved) and canceled and converted into the right to receive the Merger Consideration. On February 28, 2019, the last trading day before the Effective Time, the closing price of Beneficial's common stock was $16.12 per share and the closing price of WSFS' common stock was $43.28 per share. All fractional share holdings were paid in cash. |
(5) | Received in exchange for 166,000 shares of Restricted Stock X of Beneficial in connection with the Merger. At the Effective Time, each Beneficial Restricted Stock Award fully vested (with any applicable performance-based vesting conditions applicable to such Beneficial Restricted Stock Award deemed to have been fully achieved) and canceled and converted into the right to receive the Merger Consideration. On February 28, 2019, the last trading day before the Effective Time, the closing price of Beneficial's common stock was $16.12 per share and the closing price of WSFS' common stock was $43.28 per share. All fractional share holdings were paid in cash. |
(6) | Received in exchange for 16,652 shares of Restricted Stock XI of Beneficial in connection with the Merger. At the Effective Time, each Beneficial Restricted Stock Award fully vested (with any applicable performance-based vesting conditions applicable to such Beneficial Restricted Stock Award deemed to have been fully achieved) and canceled and converted into the right to receive the Merger Consideration. On February 28, 2019, the last trading day before the Effective Time, the closing price of Beneficial's common stock was $16.12 per share and the closing price of WSFS' common stock was $43.28 per share. All fractional share holdings were paid in cash. |
(7) | Received in exchange for 22,406 shares of Restricted Stock XII of Beneficial in connection with the Merger. At the Effective Time, each Beneficial Restricted Stock Award fully vested (with any applicable performance-based vesting conditions applicable to such Beneficial Restricted Stock Award deemed to have been fully achieved) and canceled and converted into the right to receive the Merger Consideration. On February 28, 2019, the last trading day before the Effective Time, the closing price of Beneficial's common stock was $16.12 per share and the closing price of WSFS' common stock was $43.28 per share. All fractional share holdings were paid in cash. |
(8) | Received in exchange for 23,185 shares of Beneficial common stock in connection with the Merger. At the Effective Time, each outstanding share of Beneficial common stock converted into the right to receive the Merger Consideration. On February 28, 2019, the last trading day before the Effective Time, the closing price of Beneficial's common stock was $16.12 per share and the closing price of WSFS' common stock was $43.28 per share. All fractional share holdings were paid in cash. |
(9) | Received in exchange for 31,084 shares of Beneficial common stock in connection with the Merger. At the Effective Time, each outstanding share of Beneficial common stock converted into the right to receive the Merger Consideration. On February 28, 2019, the last trading day before the Effective Time, the closing price of Beneficial's common stock was $16.12 per share and the closing price of WSFS' common stock was $43.28 per share. All fractional share holdings were paid in cash. |