Edgar Filing: Beneficial Mutual Bancorp Inc

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 ^*

YATES ROY D

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. Date of Earliest Transaction (Month/Day/Year)
07/25/2007

(Street)

PHILADELPHIA, PA 19106

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/25/2007		A		501,196	A	⁽¹⁾	501,196 ⁽²⁾	D
Common Stock	07/25/2007		A		26,619	A	⁽¹⁾	26,619	I	By son #1
Common Stock	07/25/2007		A		26,588	A	⁽¹⁾	26,588	I	By son #2
Common Stock	07/25/2007		A		22,710	A	⁽¹⁾	22,710	I	By son #3
Common Stock	07/25/2007		A		329,221	A	⁽¹⁾	329,221	I	Executor of Charles B Yates Estate

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
YATES ROY D 510 WALNUT STREET 19TH FLOOR PHILADELPHIA, PA 19106	X

Signatures

By: Joseph F. Conners, Attorney-in-Fact		07/27/2007
^**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)	Shares of Beneficial Mutual Bancorp, Inc. (the Company) received by the Reporting Person pursuant to the merger agreement dated as of October 12, 2006 by and between the Company, Beneficial Savings Bank MHC, Beneficial Mutual Savings Bank, FMS Financial Corporation and Farmers & Mechanics Bank. Pursuant to the terms of the merger agreement, 65% of each outstanding share of FMS Financial Corporation's common stock immediately prior to the effective time of the merger was exchanged for 2.80 shares of the Company's common stock and cash in lieu of fractional shares, with the remaining 35% of the FMS Financial shares to be exchanged for cash in the amount of $28.00 per share. FMS Corporation shareholders were able to elect the form of merger consideration received, subject to the prescribed limits.
(2)	Does not include 135,721 shares held by PNC Bank in trust for Sergei Yates, in which trust the Reporting Person serves as a co-trustee.

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