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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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 *

Fitzgerald Michael S 		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)
EVP
(Last)          (First)          (Middle)

4390 DAVISVILLE ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/18/2016
(Street)

HATBORO, PA 19040
(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   5/18/2016     F    521   D $19.32   25483   (1) D    
Common Stock                  10674.2003   I   By ESOP  
Common Stock                  1083.971   I   By 401(k) Plan  
Common Stock                  14100   I   By IRA  
Common Stock                  233   I   Performance Award   (2)
Common Stock                  710   (1) I   Performance Award II   (3)
Common Stock                  2948   I   Performance Award III   (4)
Common Stock                  990   I   Performance Award IV   (5)
Common Stock                  133   I   Restricted Stock IV   (6)
Common Stock                  400   (1) I   Restricted Stock V   (7)
Common Stock                  1600   I   Restricted Stock VI   (8)
Common Stock                  1608   I   Restricted Stock VII   (9)

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)   $12.39                    8/22/2012   8/22/2021   Common Stock   783   (10)   783   (10) D    
Stock Option (Right to Buy)   $13.11                    5/10/2013   5/10/2022   Common Stock   2400   (11)   2400   (11) D    
Stock Option (Right to Buy)   $17.00                    3/7/2014   3/7/2023   Common Stock   7200   (12)   7200   (12) D    
Stock Option (Right to Buy)   $16.99                    3/13/2016   3/13/2025   Common Stock   4500   (13)   4500   (13) D    

Explanation of Responses:
( 1)  Since the reporting person's last report 711 shares of restricted stock previously held through Performance Award II and 400 shares of restricted stock previously held through Restricted Stock V have vested and are now held directly.
( 2)  The actual amount of shares received under this award was determined on the third anniversary date of grant (August 22, 2014). The recipient received 934 shares of common stock of which 50% vested on the third anniversary of the date of grant, 25% vested on the fourth anniversary of the date of grant and 25% will vest on the fifth anniversary of the date of grant.
( 3)  The actual amount of shares received under this award was determined on the third anniversary of the date of grant (May 10, 2015). The recipient received 2,842 shares of common stock of which 50% vested on the third anniversary of the date of grant, 25% vested on the fourth anniversary of the date of grant and 25% will vest on the fifth anniversary of the date of the grant.
( 4)  The actual amount of shares received under this award was determined on the third anniversary of the date of grant (March 7, 2016). The recipient received 5,896 shares of common stock of which 50% vested on the third anniversary of the date of grant, 25% will vest on the fourth anniversary of the date of grant and 25% will vest on the fifth anniversary of the date of the grant.
( 5)  The actual amount of shares to be received under this award will be determined on the third anniversary of the date of grant and may fluctuate based on the performance of the Company during that three-year period. Depending on the performance, the recipient may receive up to 1,485 shares of common stock. The award vests as follows: 50% on the third anniversary of the date of the grant (March 13, 2018), 50% on the fourth 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)  Restricted stock vests in five equal annual installments beginning on August 22, 2012, the first anniversary of the date of the award.
( 7)  Restricted stock vests in five equal annual installments beginning on May 10, 2013, the first anniversary of the date of the award.
( 8)  Restricted stock vests in five equal annual installments beginning on March 7, 2014, the first anniversary of the date of the award.
( 9)  Restricted stock vests in five equal annual installments beginning on March 13, 2016, the first anniversary of the date of the award.
( 10)  Options vest in five equal annual installments beginning on August 22, 2012, the first anniversary of the date of the grant.
( 11)  Options vest in five equal annual installments beginning on May 10, 2013, the first anniversary of the date of the grant.
( 12)  Options vest in five equal annual installments beginning on March 7, 2014, the first anniversary of the date of the grant.
( 13)  Options vest in five equal annual installments beginning on March 13, 2016, the first anniversary of the date of the grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Fitzgerald Michael S
4390 DAVISVILLE ROAD
HATBORO, PA 19040

EVP

Signatures
/s/ Roger S. Deacon, pursuant to power of attorney 5/19/2016
** 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.
Fox Chase Bancorp, Inc. (NASDAQ:FXCB)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Fox Chase Bancorp, Inc. Charts.
Fox Chase Bancorp, Inc. (NASDAQ:FXCB)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Fox Chase Bancorp, Inc. Charts.