SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DONAHUE MICHAEL J

(Last) (First) (Middle)
C/O WSFS FINANCIAL CORPORATION
500 DELAWARE AVE.

(Street)
WILMINGTON DE 19801

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WSFS FINANCIAL CORP [ WSFS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2019
4. If Amendment, Date of 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
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 03/01/2019 A 16,132 A (1) 16,132 D
Common Stock 03/01/2019 A 82 A (2) 16,214 D(3)
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 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: 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
Explanation of Responses:
1. Received in exchange for 53,544 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 275 shares of Restricted Stock 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. Donahue will be converted into shares of WSFS common stock, to be held directly by him.
Remarks:
/s/ Michael J. Donahue, by Charles K. Mosher, Attorney-in-Fact 03/05/2019
** 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).
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