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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1. Name and Address of Reporting Person * MCCLURE STEWART E JR   2. Issuer Name and Ticker or Trading Symbol LAKELAND BANCORP INC [LBAI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Reg Pres of Lakeland Bank (Last) (First) (Middle) C/O LAKELAND BANCORP, INC., 250 OAK RIDGE ROAD 3. Date of Earliest Transaction (Month/Day/Year) 10/31/2016 (Street) OAK RIDGE, NJ 07438 4. If Amendment, Date Original Filed(Month/Day/Year) 11/02/2016 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 10/31/2016   M   4,847 A $ 9.2 144,802 D   Common Stock 10/31/2016   M   13,188 A $ 5.99 157,990 D   Common Stock 10/31/2016   M   12,560 A $ 7.83 170,550 D   Common Stock 10/31/2016   M   10,048 A $ 6.25 180,598 D   Common Stock 10/31/2016   S V 35,796 D $ 14.2 144,802 (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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 9.2

10/31/2016

M

4,847

05/31/2013

05/23/2017

Common Stock

4,847

$ 9.2

35,796

D

Stock Option (right to buy)

$ 5.99

10/31/2016

M

13,188

05/31/2013

02/01/2020

Common Stock

13,188

$ 5.99

22.608

D

Stock Option (right to buy)

$ 7.83

10/31/2016

M

12,560

05/31/2013

02/02/2021

Common Stock

12,560

$ 7.83

10,048

D

Stock Option (right to buy)

$ 6.25

10/31/2016

M

10,048

05/31/2013

10/25/2021

Common Stock

10,048

$ 6.25

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MCCLURE STEWART E JR C/O LAKELAND BANCORP, INC. 250 OAK RIDGE ROAD OAK RIDGE, NJ 07438			Reg Pres of Lakeland Bank

Signatures

Patricia Backman, POA		11/10/2016
**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)	Includes 28,524 RSU's that have not yet vested. 1,412 shares previously reported as indirect ownership are no longer reportable, as the beneficial ownership "held by spouse as custodian for children" no longer applies since children are now of legal age and not living with parents.

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