Sec Form 5 Filing - LAWRENCE JAMES G @ VALLEY NATIONAL BANCORP - 2014-12-31

FORM 5 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 LAWRENCE JAMES G 2. Issuer Name and Ticker or Trading Symbol VALLEY NATIONAL BANCORP [ VLY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Vice President (Last) (First) (Middle) 1455 VALLEY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2014 (Street) WAYNE, NJ07470- 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 01/20/2015 J V 1,820 ( 1 ) D $ 0 0 I Spouse And Self/custodians For Grandchildren Common Stock 01/20/2015 J V 4,785 ( 2 ) D $ 0 0 I Custodian For Son Common Stock 22,517 I By Spouse Common Stock 344,882 D

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 Stock Options $ 19.19 11/13/2007 11/13/2016 Common Stock 19,431 19,431 D Stock Option/NQ $ 11.91 11/15/2011 11/15/2020 Common Stock 6,287 6,287 D Stock Options $ 17.54 11/14/2006 11/14/2015 Common Stock 20,401 20,401 D Stock Options $ 14.65 02/12/2009 02/12/2018 Common Stock 12,763 12,763 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LAWRENCE JAMES G 1455 VALLEY ROAD WAYNE, NJ07470- Executive Vice President Signatures /s/ JAMES G. LAWRENCE 01/20/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Lawrence and his spouse are no longer custodians and the shares have been transferred to adult grandchildren who no longer reside with Mr. Lawrence. ( 2 )Mr. Lawrence is no longer the custodian and the shares have been transferred to his son who does not reside in Mr. Lawrence' household.

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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