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 *
MCCLURE STEWART E JR
  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)
Reg Pres of Lakeland Bank
(Last)
(First)
(Middle)
C/O LAKELAND BANCORP, INC., 250 OAK RIDGE ROAD
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2016
(Street)

OAK RIDGE, NJ 07438
4. If Amendment, Date Original Filed(Month/Day/Year)
11/02/2016
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)
Code V Amount (A) or (D) Price
Common Stock 10/31/2016   M   4,847 A $ 9.2 144,802 D  
Common Stock 10/31/2016   M   13,188 A $ 5.99 157,990 D  
Common Stock 10/31/2016   M   12,560 A $ 7.83 170,550 D  
Common Stock 10/31/2016   M   10,048 A $ 6.25 180,598 D  
Common Stock 10/31/2016   S V 35,796 D $ 14.2 144,802 (1) D  

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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 9.2 10/31/2016   M     4,847 05/31/2013 05/23/2017 Common Stock 4,847 $ 9.2 35,796 D  
Stock Option (right to buy) $ 5.99 10/31/2016   M     13,188 05/31/2013 02/01/2020 Common Stock 13,188 $ 5.99 22.608 D  
Stock Option (right to buy) $ 7.83 10/31/2016   M     12,560 05/31/2013 02/02/2021 Common Stock 12,560 $ 7.83 10,048 D  
Stock Option (right to buy) $ 6.25 10/31/2016   M     10,048 05/31/2013 10/25/2021 Common Stock 10,048 $ 6.25 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MCCLURE STEWART E JR
C/O LAKELAND BANCORP, INC.
250 OAK RIDGE ROAD
OAK RIDGE, NJ 07438
      Reg Pres of Lakeland Bank  

Signatures

 Patricia Backman, POA   11/10/2016
**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) Includes 28,524 RSU's that have not yet vested. 1,412 shares previously reported as indirect ownership are no longer reportable, as the beneficial ownership "held by spouse as custodian for children" no longer applies since children are now of legal age and not living with parents.

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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