Sec Form 4 Filing - BIRMINGHAM ARTHUR F @ PEAPACK GLADSTONE FINANCIAL CORP - 2009-02-02

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 BIRMINGHAM ARTHUR F 2. Issuer Name and Ticker or Trading Symbol PEAPACK GLADSTONE FINANCIAL CORP [ PGC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Chief Financial Officer (Last) (First) (Middle) 190 MAIN STREET, PO BOX 178 3. Date of Earliest Transaction (MM/DD/YY) 02/02/2009 (Street) GLADSTONE, NJ07934 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 02/02/2009 F 4,978 D $ 22 2,475 D Common Stock 02/02/2009 M 5,870 A $ 18.66 8,345 D Common Stock 3,420.5127 I 401k/Profit-sharing Plan

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 Exerc isable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 18.66 02/02/2009 M 5,870 ( 1 ) 02/05/2009 Common Stock 5,870 ( 5 ) 0 D Stock Option (right to buy) $ 16.86 ( 2 ) 01/11/2011 Common Stock 3,993 3,993 D Stock Option (right to buy) $ 28.89 01/09/2004 01/09/2014 Common Stock 19,249 19,249 D Stock Option (right to buy) $ 28.1 ( 3 ) 01/03/2017 Common stock 3,500 3,500 D Stock Option (right to buy) $ 24.57 ( 4 ) 01/02/2018 Common Stock 3,500 3,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BIRMINGHAM ARTHUR F 190 MAIN STREET PO BOX 178 GLADSTONE, NJ07934 EVP & Chief Financial Officer Signatures Arthur F. Birmingham 02/04/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The options were exercisable in five equal annual installments on February 5, 2000, 2001, 2002, 2003 and 2004. On December 11, 2003, the Compensation Committee of the Board of Directors of Peapack-Gladstone Financial Corporation authorized the accelerated vesting of the remaining options. ( 2 )The options were exercisable in five equal annual installments on January 11, 2002, 2003, 2004, 2005 and 2006. On December 11, 2003, the Compensation Committee of the Board of Directors of Peapack-Gladstone Financial Corporation authorized the accelerated vesting of the remaining options. ( 3 )The options are exercisable in five equal annual installments on January 3, 2008, 2009, 2010, 2011 and 2012. ( 4 )The options are exercisable in five equal annual installments on January 2, 2009, 2010, 2011, 2012 and 2013. ( 5 )Option grant has no purchase or sale price

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).

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