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^*

Kalamaras Paul

(Last)

(First)

(Middle)

101 JFK PARKWAY

(Street)

SHORT HILLS

07078

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Investors Bancorp, Inc. [ ISBC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2014

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	05/07/2014		J⁽¹⁾		293,317	A	$0	293,317	D
Common Stock	05/07/2014		J⁽¹⁾		8,766	A	$0	8,766⁽²⁾	I	By ESOP
Common Stock	05/07/2014		J⁽¹⁾		38,250	A	$0	38,250	I	By Trust
Common Stock	05/07/2014		P		15,000	A	$10	53,250	I	By Trust

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)
Stock Options	$5.37⁽³⁾	05/07/2014		J⁽³⁾		357,000⁽³⁾		11/18/2009	11/18/2018	Common Stock	357,000⁽³⁾	$0	357,000⁽³⁾	D

Explanation of Responses:

1. Pursuant to the Plan of Conversion and Reorganization of Investors Bancorp, MHC, each share of Investors Bancorp, Inc. was exchanged for 2.550 shares of common stock of a new Delaware corporation also named Investors Bancorp, Inc.(formerly New Investors Bancorp, Inc.).

2. Reflects transactions not required to be reported pursuant to Section 16 of the Securities Act of 1934, as amended.

3. Pursuant to the Plan of Conversion and Reorganization of Investors Bancorp, MHC, each option to purchase shares of common stock of Investors Bancorp, Inc. was converted into an option to purchase shares of common stock of new Delware corporation also named Investors Bancorp, Inc.(formerly New Investors Bancorp, Inc.) by multiplying the number of shares subject to each option by the 2.550 exchange ratio. The exercise price per share of each converted option was determined by dividing the exercise price of the option by the 2.550 exchange ratio.

Remarks:

	Thomas Splaine, Jr. pursuant to power of attorney	05/09/2014
	** 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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