Sec Form 4 Filing - LUDWIG ALLAN J @ LAKELAND FINANCIAL CORP - 2009-02-06

Insider filing report for Changes in Beneficial Ownership
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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
LUDWIG ALLAN J
2. Issuer Name and Ticker or Trading Symbol
LAKELAND FINANCIAL CORP [ LKFN]
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)
55755 COUNTRY RD 27
3. Date of Earliest Transaction (MM/DD/YY)
02/06/2009
(Street)
BRISTOL, IN46507
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 26,384 D
Common Stock 4,000 I By Spouse
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
Phantom Stock ( 1 ) 02/06/2009 A 120 ( 3 ) ( 2 ) Common Stock 120 $ 21.26 16,450 D
Stock Options (Right to Buy) $ 7.5625 02/08/2005 02/08/2010 Common Stock 1,200 1,200 D
Stock Options (Right to Buy) $ 6.75 06/13/2005 06/13/2010 Common Stock 1,000 1,000 D
Stock Options (Right to Buy) $ 6.8125 01/09/2006 01/09/2011 Common Stock 2,000 2,000 D
Stock Options (Right to Buy) $ 24.05 09/09/2008 05/14/2018 Common Stock 1,000 1,000 D
Stock Options (Right to Buy) $ 17.185 12/09/2008 12/09/2013 Common Stock 1,000 1,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LUDWIG ALLAN J
55755 COUNTRY RD 27
BRISTOL, IN46507
X
Signatures
Teresa A. Bartman, Attorney-in-Fact 02/06/2009
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each phantom stock unit exersises into 1 share of Common Stock.
( 2 )Phantom shares expire after the directors' retirement as a Board member.
( 3 )Phantom stock is exercisable after the directors' retirement as a Board member.

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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