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^*

NALBANDIAN GARY L

(Last)

(First)

(Middle)

80 GREENWOOD CIRCLE

(Street)

WORMLEYSBURG

17043

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PENNSYLVANIA COMMERCE BANCORP INC [ COBH ]

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

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	President/CEO		Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2004

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	02/24/2004		J	V	5,794	A	⁽¹⁾	120,807	D
Common Stock	04/02/2004		L		99	A	$48.25	120,906	D
Common Stock	02/24/2004		J	V	234	A	⁽¹⁾	4,807	I	ITF, Nathan Nalbandian, Son
Common Stock	02/24/2004		J	V	8	A	⁽¹⁾	153	I	ITF, Nishan Nalbandian (son)
Common Stock	02/24/2004		J	V	257	A	⁽¹⁾	5,401	I	ITF, Rebecca Nalbandian, Daughter
Common Stock	02/24/2004		J	V	110	A	⁽¹⁾	2,297	I	Jamie Nalbandian, Wife

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)
incentive Stock Option (Right to Buy)	$6.14	02/24/2004		J	V	775		11/18/1995	11/18/2004	Common Stock	775	⁽¹⁾	16,288	D
Incentive Stock Option (Right to Buy)	$7.09	02/24/2004		J	V	739		11/28/1996	11/28/2005	Common Stock	739	⁽¹⁾	15,513	D
Incentive Stock Option (Right to Buy)	$13.71	02/24/2004		J	V	562		11/15/1997	11/15/2006	Common Stock	562	⁽¹⁾	11,818	D
Incentive Stock Option (Right to Buy)	$21.32	02/24/2004		J	V	670		11/21/1998	11/21/2007	Common Stock	670	⁽¹⁾	14,070	D
Incentive Stock Option (Right to Buy)	$21.45	02/24/2004		J	V	645		11/13/1999	11/13/2008	Common Stock	645	⁽¹⁾	13,400	D
Incentive Stock Option (Right to Buy)	$18.22	02/24/2004		J	V	608		11/19/2000	11/19/2009	Common Stock	608	⁽¹⁾	12,762	D
Incentive Stock Option (Right to Buy)	$24.27	02/24/2004		J	V	576		11/17/2001	11/17/2010	Common Stock	576	⁽¹⁾	12,154	D
Incentive Stock Option (Right to Buy)	$31.1	02/24/2004		J	V	827		11/16/2002	11/16/2011	Common Stock	827	⁽¹⁾	17,363	D
Incentive Stock Option (Right to Buy)	$35.96	02/24/2004		J	V	749		02/21/2004	02/21/2012	Common Stock	749	⁽¹⁾	15,749	D
Incentive Stock Option (Right to Buy)	$50.75	02/20/2004		A		15,000		02/20/2005	02/20/2015	Common Stock	15,000	⁽²⁾	15,000	D

Explanation of Responses:

1. No Price - stock dividend

2. Stock Option Award - no price

Remarks:

	Gary L. Nalbandian	04/05/2004
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.