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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Cuddy Gerard P 		2. Issuer Name and Ticker or Trading Symbol

Beneficial Bancorp Inc. [ BNCL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

1818 MARKET STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/20/2019
(Street)

PHILADELPHIA, PA 19103
(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)
Code V Amount (A) or (D) Price
Common Stock   2/20/2019     J (1)   V 4400.0000   A $0.0000   227690.0000   D    
Common Stock   2/20/2019     F    2001.0000   D $16.1000   225689.0000   D    
Common Stock   2/20/2019     J (1)   V 4400.0000   D $0.0000   0.0000   I   Restricted Stock VII   (2)
Common Stock                  23185.0000   I   By IRA  
Common Stock                  31084.0000   (3) I   By KSOP  
Common Stock                  14000.0000   I   Restricted Stock IX   (4)
Common Stock                  6200.0000   I   Restricted Stock VIII   (5)
Common Stock                  166000.0000   I   Restricted Stock X   (6)
Common Stock                  16652.0000   I   Restricted Stock XI   (7)
Common Stock                  22406.0000   I   Restricted Stock XII   (8)

Table II - Derivative Securities 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 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 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 (Right to Buy)   $8.3000                      (9) 3/23/2022   Common Stock   16498.0000     16498.0000   D    
Stock Option (Right to Buy)   $8.4000                      (9) 1/17/2023   Common Stock   16498.0000     16498.0000   D    
Stock Option (Right to Buy)   $10.7700                      (9) 2/20/2024   Common Stock   82492.0000     82492.0000   D    
Stock Option (Right to Buy)   $11.4100                      (10) 2/6/2025   Common Stock   47541.0000     47541.0000   D    

Explanation of Responses:
(1)  Since the reporting person's last report, 4,400 shares of restricted stock have vested and are now held directly.
(2)  These restricted shares are subject to a three-year cliff vesting schedule whereby no shares vest on the first and second anniversaries of the award, 60% of the shares vest on February 20, 2017, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.
(3)  This form reflects increase in beneficial ownership resulting from exempt acquisitions pursuant to Rule 16b-3(c).
(4)  These restricted shares are subject to a three-year cliff vesting schedule whereby no shares vest on the first and second anniversaries of the award, 60% of the shares vest on January 28, 2019, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.
(5)  These restricted shares are subject to a three-year cliff vesting schedule whereby no shares vest on the first and second anniversaries of the award, 60% of the shares vest on February 06, 2018, the third anniversary of the award, and thereafter, 20% of the shares each vest on the fourth and fifth anniversaries of the award.
(6)  Shares of restricted stock vest in 3 equal annual installments with the first 33 1/3% vesting on June 9, 2017, the first anniversary of the date of the award.
(7)  Of the 22,707 shares granted 13,624 shares will fully vest on January 26, 2020 upon the satisfaction of company performance criteria related to credit quality, return on average assets and total shareholder return. The remaining 9,083 shares are subject to vesting in 3 equal annual installments with the first 33 1/3% vesting on January 26, 2018, the first anniversary of the date of the award.
(8)  Of the 25,853 shares granted 15,512 shares will fully vest on January 25, 2021 upon the satisfaction of company performance criteria related to credit quality, return on average assets and total shareholder return. The remaining 10,341 shares are subject to vesting in 3 equal annual installments with the first 33 1/3% vesting on January 25, 2019, the first anniversary of the date of the award.
(9)  Stock options are fully vested and exercisable.
(10)  Stock options vest in 5 equal annual installments with the first 20% vesting on February 6, 2016, the first anniversary of the date of the grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cuddy Gerard P
1818 MARKET STREET
PHILADELPHIA, PA 19103 		X
President & CEO

Signatures
/s/ Amy J. Hannigan, Power of Attorney 2/22/2019
** 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.
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.
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