Edgar Filing: MCCRACKEN ROBERT E

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 ^*

MCCRACKEN ROBERT E

2. Issuer Name and Ticker or Trading Symbol
LAKELAND BANCORP INC [LBAI]

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O LAKELAND BANCORP, INC., 250 OAK RIDGE ROAD

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2011

(Street)

OAK RIDGE, NJ 07438

4. If Amendment, Date 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

(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	03/16/2011		M		2,100	A	$ 5.485	14,952 ⁽¹⁾	D

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Director Stock Option Right to Purchase

$ 5.485

03/16/2011

2,100

⁽²⁾

05/17/2011

Common

2,100

$ 5.485

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MCCRACKEN ROBERT E C/O LAKELAND BANCORP, INC. 250 OAK RIDGE ROAD OAK RIDGE, NJ 07438	X

Signatures

Harry Cooper POA		03/17/2011
^**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)	D: Mr. McCracken holds 14,952 shares directly (including 76 DRP shares and 608 shares acquired as part of a 5% stock dividend paid on February 16, 2011), 3,407 shares held as custodian for his children (including 22 DRP shares and 162 shares acquired as part of a 5% stock dividend paid on February 16, 2011), and 32 shares held jointly with his wife (including one share acquired as part of a 5% stock dividend paid on February 16, 2011. I: 64,687 shares (including 382 DRP shares and 3,062 shares acquired as part of a 5% stock dividend paid on February 16, 2011) held by R.E.M., LLC of which Mr. McCracken is the sole Managing Member; 13,175 shares (including 627 shares acquired as part of a 5% stock dividend paid on February 16, 2011) held by the McCracken Family Trust of which Mr. McCracken is a co-trustee; and 8,947 shares (including 426 shares acquired as part of a 5% stock dividend on February 16, 2011) held by The Shirley McCracken Irrevocable Trust of which Mr. McCracken is a trustee
(2)	Stock options issued by Newton Financial Corp. on 5/23/01 and vested immediately. Exchanged for Lakeland Bancorp, Inc. stock options pursuant to merger on 7/1/04.

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