Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
MILLER BRUCE E
  2. Issuer Name and Ticker or Trading Symbol
PRUDENTIAL BANCORP, INC. [PBIP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O PRUDENTIAL BANCORP, INC., 1834 WEST OREGON AVENUE
3. Date of Earliest Transaction (Month/Day/Year)
09/21/2017
(Street)

PHILADELPHIA, PA 19145
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 09/21/2017   A   66 A $ 18.29 29,753 (1) D  

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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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 17.43             03/01/2018(2) 03/01/2027 Common Stock 5,707   5,707 D  
Stock Option $ 12.23             02/18/2016(3) 02/18/2025 Common Stock 30,000   30,000 D  
Stock Option $ 10.68             01/05/2015(4) 01/06/2024 Common Stock 13,345   13,345 D  
Stock Option $ 7.68             01/05/2014(5) 01/05/2023 Common Stock 13,345   13,345 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MILLER BRUCE E
C/O PRUDENTIAL BANCORP, INC.
1834 WEST OREGON AVENUE
PHILADELPHIA, PA 19145
  X      

Signatures

 /s/Jack E. Rothkopf, Attorney-in-Fact for Bruce E. Miller   09/25/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Includes 4,282 shares granted pursuant to the 2014 Stock Incentive Plan that vest 20% per year commencing on March 1, 2018. Also includes 1,070 shares held in the 2008 Recognition and Retention Plan Trust which reflects the unvested portion of a grant made on January 5, 2013 of 5,338 shares (reflecting the adjustment for the second-step conversion exchange ratio) of common stock that is vesting at the rate of 20% per year commencing on January 5, 2014. Also includes 6,000 shares which reflects the unvested portion of a grant originally covering 10,000 shares pursuant to the 2014 Stock Incentive Plan that are vesting 20% per year commencing on February 18, 2016.
(2) The options are vesting at a rate of 20% per year commencing on March 1, 2018.
(3) The options are vesting at a rate of 20% per year commencing on February 18, 2016.
(4) The options are vesting at a rate of 20% per year commencing on January 6, 2015.
(5) The options are vesting at a rate of 20% per year commencing on January 5, 2014.

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