Sec Form 4 Filing - FREDERICKS MARK J @ LAKELAND BANCORP INC - 2014-11-06

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 FREDERICKS MARK 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 (MM/DD/YY) 11/06/2014 (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 11/06/2014 S 7,000 D $ 10.91 27,015 ( 1 ) I Shares held by Fredericks Fuel Profit Sharing Plan of which Mr. Fredericks is a trustee

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 FREDERICKS MARK J C/O LAKELAND BANCORP, INC. 250 OAK RIDGE ROAD OAK RIDGE, NJ07438 X Signatures Harry Cooper POA 11/07/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )I: This total includes 1,619 sh.received as part of a 5% stock dividend distributed June 17, 2014; additionally Mr. Fredericks holds indirectly 23,515 sh (includes 1,119 sh. from the 5% stock dividend) owned by Fredericks Fuel and Heating Service of which he is President; 42,136 sh. (includes 1,964 from the 5% stock dividend) held by Keil Oil Profit Sharing Plan of which he is a trustee; Mr. Fredericks spouse owns 53,785 sh. (includes 2,561 sh. from the 5% stock dividend and 720 sh..from the Company's DRP).D: Mr. Fredericks directly owns 199,202 sh. (includes 9,482 sh. paid as part of the 5% stock dividend and 2,594 sh. from the Company's DRP) and 47,150 sh. (includes 2,245 sh. from the 5% stock dividend and 531 sh. from the Company's DRP) held as custodian for his daughter. Previously on August 6, 2014, Mr. Fredericks transferred 46,493 sh. and 47,155 sh., respectively, which he previously held in custodial form to two of his sons, who are no longer minors.

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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