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^*

LAWRENCE JAMES G

(Last)

(First)

(Middle)

1455 VALLEY ROAD

(Street)

WAYNE

07470-

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
VALLEY NATIONAL BANCORP [ VLY ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2011

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⁽²⁾	12/15/2011		S		400	D	$11.6	60,454	I	Trustee FBO Mother⁽¹⁾
Common Stock⁽²⁾	12/16/2011		S		60,454	D	$11.71	0	I	Trustee FBO Mother⁽¹⁾
Common Stock⁽²⁾	12/16/2011		S		18,246	D	$11.7	0	I	Executor - Mother's Estate⁽³⁾
Common Stock⁽²⁾	12/16/2011		S		10,811	D	$11.71	0	I	Executor⁽⁴⁾
Common Stock⁽²⁾								317,631	D
Common Stock⁽²⁾								21,445	I	By Spouse
Common Stock⁽²⁾								4,557	I	Custodian For Son
Common Stock⁽²⁾								1,708	I	Spouse And Self/custodians For Grandchildren

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 Option/NQ	$12.5048							11/15/2011	11/15/2020	Common Stock	5,988		5,988	D
Stock Options	$16.219							11/27/2002	11/27/2011	Common Stock	6,787		6,787	D
Stock Options	$16.981							11/18/2003	11/18/2012	Common Stock	7,757		7,757	D
Stock Options	$19.8							11/17/2004	11/17/2013	Common Stock	17,728		17,728	D
Stock Options	$19.8762							11/26/2005	11/16/2014	Common Stock	16,886		16,886	D
Stock Options	$18.4095							11/14/2006	11/14/2015	Common Stock	19,430		19,430	D
Stock Options	$20.1429							11/13/2007	11/13/2016	Common Stock	18,506		18,506	D
Stock Options	$15.381							02/12/2009	02/12/2018	Common Stock	12,155		12,155	D

Explanation of Responses:

1. Mr. Lawrence is a trustee of a trust for the benefit of his mother, of which he is a 45% beneficiary; and his son a 10% beneficiary, of which Mr. Lawrence is the trustee. The reported amount reflects the total shares held in the trust.

2. Valley National Bancorp declared a 5% stock dividend on April 13, 2011, to shareholders of record on May 6, 2011, payable May 20, 2011.

3. Mr. Lawrence is the Executor and 50% beneficiary of his Mother's Estate.

4. Mr. Lawrence is the Executor and 50% beneficiary of his father's Estate.

	/s/ JAMES G. LAWRENCE	12/16/2011
	** 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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