Sec Form 4 Filing - BOHUNY BRUCE D. @ LAKELAND BANCORP INC - 2012-05-22

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 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 BOHUNY BRUCE D. 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 (MM/DD/YY) 05/22/2012 (Street) OAK RIDGE, NJ07438 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 05/22/2012 S 1,000 D $ 9.2 15,154 I Shares held by Bohuny family LLC in which Mr. Bohuny is a non-managing member. Common Stock 06/06/2012 S 2,000 D $ 9.09 13,154 I Shares held by Bohuny family LLC in which Mr. Bohuny is a non-managing member. Common Stock 06/07/2012 S 1,000 D $ 9.14 12,154 I Shares held by Bohuny family LLC in which Mr. Bohuny is a non-managing member. Common Stock 06/08/2012 S 4,000 D $ 9.24 8,154 I Shares held by Bohuny family LLC in which Mr. Bohuny is a non-managing member. Common Stock 06/11/2012 S 1,000 D $ 9.52 7,154 I Shares held by Bohuny family LLC in which Mr. Bohuny is a non-managing member. Common Stock 06/12/2012 S 409 D $ 9.58 6,745 I Shares held by Bohuny family LLC in which Mr. Bohuny is a non-managing member. Common Stock 06/14/2012 S 1,000 D $ 9.85 5,745 ( 1 ) I Shares held by Bohuny family LLC in which Mr. Bohuny is a non-managing member.

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BOHUNY BRUCE D. C/O LAKELAND BANCORP, INC. 250 OAK RIDGE ROAD OAK RIDGE, NJ07438 X Signatures Bruce D. Bohuny 07/23/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )I: The shares reported in column 5 of Table I reflect Mr. Bohuny's actual current holdings, after each of the reported transactions The totals include 768 shares acquired as part of a 5% stock dividend paid April 16, 2012; Also included in indirect holdings are 464 shares held by Mr. Bohuny's wife, of which 17 shares were acquired as part of a 5% stock dividend paid on April 16, 2012 and 22 shares were acquired as part of the Company's DRP. D: Mr. Bohuny owns 28,334 shares directly, of which 1,322 shares were acquired as part of a 5% stock dividend paid on April 16, 2012 and 956 shares were acquired as part of the Company's DRP. Mr. Bohuny also holds 1,468 shares as custodian for his children. Of this total, 69 shares were acquired as part of a 5% stock dividend paid on April 16, 2012 and 32 shares were acquired as part of the Company's DRP.

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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