Beneficial Bancorp, Inc.
Beneficial Mutual Bancorp Inc (Form: 5, Received: 02/11/2011 19:48:21)
FORM 5
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

                                                                                  

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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

BOEHNE EDWARD G

2. Issuer Name and Ticker or Trading Symbol

Beneficial Mutual Bancorp Inc [BNCL]

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)

510 WALNUT STREET,  19TH FLOOR

3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2010 
(Street)

PHILADELPHIA, PA 19106

(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Amount (A) or (D) Price
Common Stock                 20500.0000   (1) D    
Common Stock                 15000.0000   I   Restricted Stock   (2)
Common Stock                 2000.0000   I   Restricted Stock II   (3)
Common Stock                 2500.0000   I   Restricted Stock III   (4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   $9.7000                   (5) 3/5/2020   Common Stock   5000.0000     5000.0000   D    
Stock Option (Right to Buy)   $11.8600                   (6) 8/6/2018   Common Stock   50000.0000     50000.0000   D    
Stock Option (Right to Buy)   $8.3500                 3/9/2010   (7) 3/9/2019   Common Stock   5000.0000     5000.0000   D    

Explanation of Responses:
( 1)  Since the reporting person's last report, 5,500 shares of restricted stock have vested and are now held directly.
( 2)  Restricted shares vest equally over a 5-year period with the first 20% vesting on August 6, 2009, the first anniversary of the date of the award.
( 3)  Shares of restricted stock vest in 5 equal annual installments with the first 20% vesting on March 9, 2010, the first anniversary of the date of the award.
( 4)  Shares of restricted stock vest in 5 equal annual installments with the first 20% vesting on March 5, 2011, the first anniversary of the date of the award.
( 5)  Stock options vest in 5 equal annual installments with the first 20% vesting on March 5, 2011, the first anniversaey of the date of the grant.
( 6)  Options vest equally over a 5-year period with the first 20% vesting on August 6, 2009, the first anniversary of the date of the grant.
( 7)  Options vest equally over a 5-year period with the first 20% vesting on March 9, 2010, the first anniversary of the date of the grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
BOEHNE EDWARD G
510 WALNUT STREET
19TH FLOOR
PHILADELPHIA, PA 19106
X



Signatures
Thomas D. Cestare, Attorney-in-Fact 2/11/2011
** 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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