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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SHARA THOMAS

(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)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2024

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	02/21/2024		A		37,860⁽¹⁾	A	$0.00	616,041	D
Common Stock	02/21/2024		A		37,860⁽²⁾	A	$0.00	654,044⁽³⁾	D
Common Stock								752	I	Family Partnership

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 2024 Restricted Stock Units (RSUs) awarded under the Issuer's 2018 Omnibus Equity Incentive Plan (Plan) and right to receive, following vesting, one share of common stock. 1/3rd of the time-based RSUs shall become vested on February 27 of each of the following 3 years provided that the Executive remains in Continuous Service (as defined in the Plan) through each respective vesting date, subject to forfeiture upon termination, other than for death, disability, normal or early retirement. In the event of a change in control in 2024 followed by a qualifying termination of employment, the RSUs will vest pro-rata determined by multiplying (i) the number of unvested RSUs by (ii) a fraction, the numerator of which shall be the number of months that have elapsed between the grant date and the change in control date and the denominator which shall be 12.

2. The above transaction represents the Executive's 2024 Performance-Based Stock Units (PSUs) awarded under the Plan and right to receive, following vesting, one share of common stock. The 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 compared to peer performance. The PSUs shall become vested on February 27, 2027 provided that the Executive remains in Continuous Service through the vesting date and may be forfeited upon termination other than for death, disability, normal or early retirement. Vesting of the PSUs in the event of a change in control shall following the same approach as the Executive???s 2024 RSU award. In the event of a change in control followed by continued employment, the PSUs will convert to time-vested awards and vest ratably over three years.

3. Includes 214,199 Restricted and Performance Stock Units that have not yet vested and 143 shares earned from the Company's dividend reinvestment plan in February 2024.

	/s/ Patricia Backman, POA	02/23/2024
	** 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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Shara Thomas was granted 75,720 shares, increasing direct ownership by 13% to 654,044 units (SEC Form 4)