Sec Form 4/A Filing - Lynch Kevin J @ VALLEY NATIONAL BANCORP - 2021-01-14

FORM 4/A 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Lynch Kevin J 2. Issuer Name and Ticker or Trading Symbol VALLEY NATIONAL BANCORP [ VLY] 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) 1455 VALLEY ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/14/2021 (Street) WAYNE, NJ07470 4. If Amendment, Date Original Filed (MM/DD/YY) 01/19/2021 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 ( 1 ) 01/14/2021 M 300,000 A $ 7.47 374,395 D Common Stock ( 1 ) 01/14/2021 S 300,000 D $ 10.94 ( 2 ) 74,395 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 ( 1 ) $ 7.47 01/14/2021 M 300,000 12/01/2019 08/18/2021 Common Stock 300,000 $ 0 1,017,326 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lynch Kevin J 1455 VALLEY ROAD WAYNE, NJ07470 X Signatures /s/ Kevin J. Lynch 01/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 19, 2021, a Form 4 (the "Original Form 4") was filed to report the reporting person's exercise of 300,000 stock options and sale of the underlying shares on January 14, 2021 and the exercise of an additional 300,000 stock options and sale of the underlying shares on January 15, 2021, in each case pursuant to a 10b5-1 plan entered into on December 14, 2020. The January 15th exercise and sale transactions were executed by the reporting person's broker in error. These transactions were subsequently unwound through the broker's error account and therefore did not occur for purposes of the reporting person's account. This Form 4/A amends and restates the Original Form 4 by re-reporting the January 14th exercise and sale transactions and omitting the January 15th exercise and sale transactions. ( 2 )The price reported is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $10.74 to $10.995, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.