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 *
MARINO THOMAS J
  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)
05/31/2013
(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 05/31/2013   A   4,236 A (1) (3) 4,236 D  
Common Stock 05/31/2013   A   2,392 A (2) (3) 2,392 I By spouse

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $ 5.68 05/31/2013   A   4,808   05/31/2013 09/23/2013 Common Stock 4,808 (4) 4,808 D  
Stock Option (right to buy) $ 8.22 05/31/2013   A   2,392   05/31/2013 02/02/2021 Common Stock 2,392 (5) 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 (6) 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 (7) 3,588 D  
Director Stock Option (right to buy) $ 9.91 05/31/2013   A   25,000     (8) 05/30/2023 Common Stock 25,000 $ 0 25,000 D  

Reporting Owners

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

Signatures

 /s/ Thomas J. Marino By Harry Cooper, Attorney-in-Fact   06/03/2013
**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) Represents (a) 119 shares of common stock of Lakeland Bancorp, Inc., no par value ("Lakeland Common Stock") which were received by Mr. Marino in exchange for 100 shares of common stock of Somerset Hills Bancorp, no par value ("Somerset Hills Common Stock"), formerly held by him, and (b) 4,117 shares of Lakeland Common Stock which were received jointly by Mr. Marino and his spouse in exchange for 3,442 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 2,000 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 4,020 shares of Somerset Hills Common Stock for $6.79 per share.
(5) Received in the Merger in exchange for stock option to acquire 2,000 shares of Somerset Hills Common Stock for $9.83 per share.
(6) Received in the Merger in exchange for stock option to acquire 1,750 shares of Somerset Hills Common Stock for $7.85 per share.
(7) Recieved in the Merger in exchange for stock option to acquire 3,000 shares of Somerset Hills Common Stock for $8.57 per share.
(8) In connection with Mr. Marino'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.

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