SEC FORM 4

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^*

Matteson Timothy J

(Last)

(First)

(Middle)

C/O LAKELAND BANCORP, INC.

250 OAK RIDGE ROAD

(Street)

OAK RIDGE

07438

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LAKELAND BANCORP INC [ LBAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, CAO & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2023

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)
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	02/22/2023		A		7,127⁽¹⁾	A	$0.00	94,397	D
Common Stock	02/22/2023		A		7,127⁽²⁾	A	$0.00	101,524	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The above transaction represents the Executive's 2023 Incentive Plan award. The award is time-based Restricted Stock Units (RSUs) issued under the Issuer's 2018 Omnibus Equity Incentive Plan (Plan) and represent the right to receive, following vesting, one share of common stock. One-third (1/3rd) of the time-based RSUs shall become vested on February 27 of each of the following three years provided that the Executive remains in Continuous Service (as defined in the Plan) through each respective anniversary/vesting date. If such Continuous Service terminates sooner, the RSUs will be forfeited unless such termination of Continuous Service occurs because of death, disability, normal or early retirement, or a change in control event.

2. The above transaction represents the Executive's 2023 Incentive Plan award. The award is Performance-Based Stock Units issued under the Issuer's 2018 Omnibus Equity Incentive Plan and represent the right to receive, following vesting, one share of common stock. The performance-based award is subject to goals based on the Company's return on average equity and may be adjusted upward or downward based on the Company's total shareholder return as compared to the TSR of the median of the Peer Group during the performance period. The PSUs shall become vested on February 27, 2025 provided that the Executive remains in Continuous Service through the vesting date. If such Continuous Service terminates sooner, the PSUs will be forfeited unless such termination of Continuous Service occurs because of death, disability, normal or early retirement, or a change in control event. Includes 54,541 Restricted and Performance Stock Units that have not yet vested.

	/s/ Particia Backman, POA	02/24/2023
	** 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.
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SEC Form 4: Matteson Timothy J was granted 14,254 shares, increasing direct ownership by 16% to 101,524 units