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 OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SHARA THOMAS		 2. Issuer Name and Ticker or Trading Symbol

LAKELAND BANCORP INC [ LBAI ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

C/O LAKELAND BANCORP, INC., 250 OAK RIDGE ROAD		 3. Date of Earliest Transaction (MM/DD/YYYY)

2/22/2023
(Street)

OAK RIDGE, NJ 07438
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 2/22/2023  A  23629 (1)A$0 580526 (3)D  
Common Stock 2/22/2023  A  23629 (2)A$0 604155 D  
Common Stock         752 I Family Partnership 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) The above transaction represents the Executive's 2023 Incentive Plan award. The award is time-based Restricted Stock Units (RSUs) issued under the Issuer's 2018 Omnibus Equity Incentive Plan (Plan) and represent the right to receive, following vesting, one share of common stock. One-third (1/3rd) of the time-based RSUs shall become vested on February 27 of each of the following three years provided that Mr. Shara remains in Continuous Service (as defined in the Plan) through each respective anniversary/vesting date. If such Continuous Service terminates sooner, the RSUs will be forfeited unless such termination of Continuous Service occurs because of death, disability, normal or early retirement, or a change in control event.
(2) The above transaction represents the Executive's 2023 Incentive Plan award. The award is Performance-Based Stock Units issued under the Issuer's 2018 Omnibus Equity Incentive Plan and represent the right to receive, following vesting, one share of common stock. The performance-based award is subject to goals based on the Company's return on average equity and may be adjusted upward or downward based on the Company's total shareholder return as compared to the TSR of the median of the Peer Group during the performance period. The PSUs shall become vested on February 27, 2025 provided that Mr. Shara remains in Continuous Service through each respective anniversary/vesting date. If such Continuous Service terminates sooner, the PSUs will be forfeited unless such termination of Continuous Service occurs because of death, disability, normal or early retirement, or a change in control event.
(3) Total adjusted for 399 shares acquired through the Company's DRIP plan over the past year. Includes a total of 218,806 RSU's that have not yet vested.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
SHARA THOMAS
C/O LAKELAND BANCORP, INC.
250 OAK RIDGE ROAD
OAK RIDGE, NJ 07438

President and CEO
Signatures
/s/ Patricia Backman, POA2/24/2023
**Signature of Reporting PersonDate
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 control number.
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