Sec Form 3 Filing - BANK LEUMI LE ISRAEL BM @ VALLEY NATIONAL BANCORP - 2022-04-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
BANK LEUMI LE ISRAEL BM
2. Issuer Name and Ticker or Trading Symbol
VALLEY NATIONAL BANCORP [ VLY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
24-32 YEHUDA HALEVI ST.
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2022
(Street)
TEL AVIV, L365545
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 71,861,862( 1 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BANK LEUMI LE ISRAEL BM
24-32 YEHUDA HALEVI ST.
TEL AVIV, L365545
X
Signatures
/s/ Omer Ziv 04/11/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On April 1, 2022, Valley National Bancorp (Valley) completed its acquisition of Bank Leumi Le-Israel Corporation (Leumi USA) pursuant to the Agreement and Plan of Merger (the Merger Agreement) it entered into on September 22, 2021. Pursuant to the terms of the Merger Agreement, Valley issued shares of its common stock to former holders of shares of common stock of Leumi USA. As of immediately prior to the effective time of the merger, the Reporting Person, Bank Leumi le-Israel B.M. (Leumi), owned shares of common stock of Leumi USA. At the effective time, and as a result, of the merger, each share of common stock of Leumi USA owned by Leumi immediately prior to such effective time, was converted into the right to receive 3.8025 shares of Valley common stock and $5.08 in cash, in each case, in accordance with the terms and conditions of the Merger Agreement, resulting in Leumi being entitled to, and as a result of the merger receiving, 71,861,862 shares of Valley common stock.

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