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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LAKELAND BANCORP INC [ LBAI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/31/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 05/31/2013 | A | 54,899 | A | (1)(3) | 54,899 | D | |||
Common Stock | 05/31/2013 | A | 88,803 | A | (2)(3) | 88,803 | I | By grantor retained annuity trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $8.07 | 05/31/2013 | A | 8,015 | 05/31/2013 | 04/01/2014 | Common Stock | 8,015 | (4) | 8,015 | D | ||||
Stock Option (right to buy) | $7.76 | 05/31/2013 | A | 7,634 | 05/31/2013 | 04/01/2015 | Common Stock | 7,634 | (5) | 7,634 | D | ||||
Stock Option (right to buy) | $8.22 | 05/31/2013 | A | 2,392 | 05/31/2013 | 02/02/2021 | Common Stock | 2,392 | (6) | 2,392 | D | ||||
Stock Option (right to buy) | $6.56 | 05/31/2013 | A | 2,093 | 05/31/2013 | 10/25/2021 | Common Stock | 2,093 | (7) | 2,093 | D | ||||
Stock Option (right to buy) | $7.16 | 05/31/2013 | A | 3,588 | 05/31/2013 | 10/23/2022 | Common Stock | 3,588 | (8) | 3,588 | D | ||||
Director Stock Option (right to buy) | $9.91 | 05/31/2013 | A | 25,000 | (9) | 05/30/2023 | Common Stock | 25,000 | $0 | 25,000 | D |
Explanation of Responses: |
1. Represents (a) 32,393 shares of common stock of Lakeland Bancorp, Inc., no par value ("Lakeland Common Stock") which were received by Mr. Deutsch in exchange for 27,080 shares of common stock of Somerset Hills Bancorp, no par value ("Somerset Hills Common Stock"), formerly held by him, and (b) 22,506 shares of Lakeland Common Stock which were received jointly by Mr. Deutsch and his spouse in exchange for 18,815 shares of Somerset Hills Common Stock formerly held jointly by them, in each case in connection with the merger of Somerset Hills Bancorp into Lakeland Bancorp, Inc. (the "Merger"). |
2. These shares of Lakeland Common Stock, were received in exchange for 74,238 shares of Somerset Hills Common Stock in connection with the Merger. |
3. On the effective date of the Merger, the closing price of Somerset Hills Common Stock was $12.07 per share, and the closing price of Lakeland Common Stock was $9.91 per share. Pursuant to the terms of the Merger, each share of Somerset Hills Common Stock was converted into, at the election of the holder, either 1.1962 shares of Lakeland Common Stock or $12.00 in cash, subject to proration, so that 90% of the aggregate Merger consideration consisted of shares of Lakeland Common Stock and 10% consisted of cash. |
4. Received in the Merger in exchange for stock option to acquire 6,701 shares of Somerset Hills Common Stock for $9.65 per share. |
5. Received in the Merger in exchange for stock option to acquire 6,382 shares of Somerset Hills Common Stock for $9.28 per share. |
6. Received in the Merger in exchange for stock option to acquire 2,000 shares of Somerset Hills Common Stock for $9.83 per share. |
7. Received in the Merger in exchange for stock option to acquire 1,750 shares of Somerset Hills Common Stock for $7.85 per share. |
8. Received in the Merger in exchange for stock option to acquire 3,000 shares of Somerset Hills Common Stock for $8.57 per share. |
9. In connection with Mr. Deutsch's appointment to the Lakeland Bancorp, Inc. Board of Directors, these stock options were granted pursuant to the Lakeland Bancorp, Inc. 2009 Equity Compensation Program, vesting in 20% annual installments beginning on the grant date. |
Remarks: |
/s/ Edward B. Deutsch, Harry Cooper, Attorney-in-Fact | 06/03/2013 | |
** 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. |