Sec Form 4 Filing - Vento Thomas A @ PRUDENTIAL BANCORP, INC. - 2015-02-18

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 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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1. Name and Address of Reporting Person Vento Thomas A 2. Issuer Name and Ticker or Trading Symbol PRUDENTIAL BANCORP, INC. [ PBIP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, President and CEO (Last) (First) (Middle) C/O PRUDENTIAL SAVINGS BANK, 1834 OREGON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 02/18/2015 (Street) PHILADELPHIA, PA19145 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/18/2015 A 60,000 ( 1 ) A $ 0 86,444 ( 2 ) D Common Stock 36,077 ( 3 ) I By 401(k) Plan Common Stock 13,994 I By ESOP

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option $ 12.23 02/18/2015 A 110,000 02/18/2016( 4 ) 02/18/2025 Common Stock 110,000 $ 0 110,000 D Stock Option $ 11.84 01/05/2010( 5 ) 01/05/2019 Common Stock 106,784 106,784 D Stock Option $ 7.68 01/05/2014( 6 ) 01/05/2023 Common Stock 19,183 19,183 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Vento Thomas A C/O PRUDENTIAL SAVINGS BANK 1834 OREGON AVENUE PHILADELPHIA, PA19145 X Chairman, President and CEO Signatures /s/Joseph R. Corrato, A.I.F. for Thomas A. Vento 02/20/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the grant of shares pursuant to the 2014 Stock Incentive Plan that vest 20% per year commencing on February 18, 2016. ( 2 )Includes 3,583 shares held in the 2008 Recognition and Retention Plan Trust which reflects the unvested portion of a grant award originally covering 5,953 shares of common stock that are vesting at the rate of 20% per year commencing on January 5, 2014. ( 3 )Reflects units which represent share interests in the Issuer's 401(k) Plan. ( 4 )The options vest at a rate of 20% per year commencing on February 18, 2016. ( 5 )The options vested at a rate of 20% per year commencing on January 5, 2010. ( 6 )The options are vesting at a rate of 20% per year commencing on January 5, 2014.

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).

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