SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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(Rule 13d-101)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
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TO RULE 13d-2(a)
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(Amendment No. 5)*
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Prudential Bancorp, Inc. of Pennsylvania
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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744319 10 4
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(CUSIP Number)
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Thomas A. Vento
President and Chief Executive Officer
Prudential Mutual Holding Company
1834 Oregon Avenue
Philadelphia, Pennsylvania 19145
(215) 755-1500
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Copies to:
Philip R. Bevan, Esq.
Eric M. Marion, Esq.
Elias, Matz, Tiernan & Herrick L.L.P.
734 15th Street, N.W., 11th Floor
Washington, D.C. 20005
(202) 347-0300
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September 7, 2010 |
(Date of Event which Requires Filing of this Statement)
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CUSIP No. 744319 10 4 | 13D/A | Page 2 of 6 Pages |
1
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NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Prudential Mutual Holding Company (EIN No. 81-0666787)
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
00
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
N/A
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[ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Pennsylvania
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
7,478,062
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8
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SHARED VOTING POWER
0
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9
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SOLE DISPOSITIVE POWER
7,478,062
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10
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SHARED DISPOSITIVE POWER
0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,478,062
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.5%
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14
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TYPE OF REPORTING PERSON
HC
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CUSIP No. 744319 10 4 | 13D/A | Page 3 of 6 Pages |
CUSIP No. 744319 10 4 | 13D/A | Page 4 of 6 Pages |
Name
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No. of Shares
Beneficially Owned
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Percentage of Outstanding
Common Stock
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Jerome R. Balka, Esq.
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32,530 | (1)(9) | * | |||||
A. J. Fanelli
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19,460 | (2)(9) | * | |||||
John C. Hosier
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8,654 | (3)(9) | * | |||||
Francis V. Mulcahy
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19,960 | (9) | * | |||||
Joseph W. Packer, Jr.
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41,683 | (4)(9) | * | |||||
Thomas A. Vento
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98,213 | (5)(9) | 1.0 | |||||
Joseph R. Corrato
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42,365 | (6)(9) | * | |||||
David H. Krauter
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26,467 | (7)(9) | * | |||||
Jack E. Rothkopf
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13,264 | (8)(9) | * |
(1)
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Includes 5,000 shares held in Mr. Balka's individual retirement account, 70 shares held by the estate of Helen Klara for whom Mr. Balka is guardian and 2,000 shares held in Mr. Balka's account in his 401(k) plan. Also includes 5,000 shares held by the Balka Grandchildren Trust and 500 shares held by the Danielle Thomas Revocable Trust, over which Mr. Balka disclaims beneficial ownership.
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(2)
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Includes 2,000 shares held jointly with Mr. Fanelli's spouse.
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(3)
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Includes 3,000 shares held in Mr. Hosier's account in his 401(k) Plan.
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(4)
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Includes 10,000 shares held by Mr. Packer's spouse.
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(5)
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Includes 5,609 shares held jointly with Mr. Vento's spouse, 27,469 shares held in Mr. Vento's account in Prudential Savings Bank's 401(k) Plan and 6,521 shares allocated to Mr. Vento's account in the Prudential Savings Bank Employee Stock Ownership Plan.
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(6)
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Includes 81 shares held by Mr. Corrato as custodian for his son and 3,374 shares held in Mr. Corrato's account in Prudential Savings Bank's 401(k) Plan and 5,246 shares allocated to Mr. Corrato's account in the Prudential Savings Bank Employee Stock Ownership Plan.
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(7)
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Includes 1,875 shares held jointly with Mr. Krauter's spouse, 2,078 shares held in Mr. Krauter's account in Prudential Savings Bank's 401(k) Plan and 3,730 shares allocated to Mr. Krauter's account in the Prudential Savings Bank Employee Stock Ownership Plan.
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(8)
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Includes 1,391 shares allocated to Mr. Rothkopf's account in the Prudential Savings Bank Employee Stock Ownership Plan.
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CUSIP No. 744319 10 4 | 13D/A | Page 5 of 6 Pages |
(9)
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Includes shares over which the directors and executive officers have voting power which have been granted pursuant to the 2008 Recognition and Retention Plan ("RRP") and are held in the associated trust and stock options which have been granted under the 2008 Stock Option Plan and which are exercisable within 60 days of September 7, 2010, as follows:
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Name
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RRP Trust
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Stock Options
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Jerome R. Balka, Esq.
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9,045 | 5,653 | ||||||
A. J. Fanelli
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9,045 | 5,653 | ||||||
John C. Hosier
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5,654 | -- | ||||||
Francis V. Mulcahy
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9,045 | 5,653 | ||||||
Joseph W. Packer, Jr.
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9,045 | 5,653 | ||||||
Thomas A. Vento.
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36,000 | 22,614 | ||||||
Joseph R. Corrato
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19,200 | 11,307 | ||||||
David H. Krauter
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12,000 | 6,784 | ||||||
Jack E. Rothkopf
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6,800 | 3,957 |
Name
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Date of Transaction
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Description
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Shares of Common Stock
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Price
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MHC
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July 9, 2010
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Purchase
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300 | $ | 5.6433 | |||||||
MHC
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July 12, 2010
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Purchase
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2,000 | $ | 5.8330 | |||||||
MHC
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July 14, 2010
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Purchase
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500 | $ | 5.6580 | |||||||
MHC
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July 19, 2010
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Purchase
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700 | $ | 5.5700 | |||||||
MHC
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July 20, 2010
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Purchase
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1,000 | $ | 5.5700 | |||||||
MHC
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July 26, 2010
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Purchase
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1,000 | $ | 6.2390 | |||||||
MHC
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July 27, 2010
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Purchase
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1,000 | $ | 6.3500 | |||||||
MHC
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July 28, 2010
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Purchase
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1,000 | $ | 6.2000 | |||||||
MHC
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July 29, 2010
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Purchase
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936 | $ | 6.0500 | |||||||
MHC
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August 20, 2010
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Purchase
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20,000 | $ | 7.2500 | |||||||
MHC
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September 7, 2010
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Purchase
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30,000 | $ | 7.2500 |
CUSIP No. 744319 10 4 | 13D/A | Page 6 of 6 Pages |
PRUDENTIAL MUTUAL HOLDING COMPANY | |||
Date: September 9, 2010 | By: | /s/Joseph R. Corrato | |
Joseph R. Corrato | |||
Executive Vice President and Chief Financial Officer |