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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
SCHWARZ RONALD E
  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)
Sr. EVP & COO
(Last)
(First)
(Middle)
C/O 250 OAK RIDGE ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
02/21/2024
(Street)

OAK RIDGE, NJ 07438		 4. If Amendment, Date Original Filed (Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 02/21/2024   A   13,874 (1) A $ 0 154,033 D  
Common Stock 02/21/2024   A   13,874 (2) A $ 0 167,907 (3) D  

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year) 		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
SCHWARZ RONALD E
C/O 250 OAK RIDGE ROAD
OAK RIDGE, NJ 07438		       Sr. EVP & COO  

Signatures

 /s/ Patricia Backman, POA   02/23/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The above transaction represents the Executive's 2024 Restricted Stock Units (RSUs) awarded under the Issuer's 2018 Omnibus Equity Incentive Plan (Plan) and right to receive, following vesting, one share of common stock. 1/3rd of the time-based RSUs shall become vested on February 27 of each of the following 3 years provided that the Executive remains in Continuous Service (as defined in the Plan) through each respective vesting date, subject to forfeiture upon termination, other than for death, disability, normal or early retirement. In the event of a change in control in 2024 followed by a qualifying termination of employment, the RSUs will vest pro-rata determined by multiplying (i) the number of unvested RSUs by (ii) a fraction, the numerator of which shall be the number of months that have elapsed between the grant date and the change in control date and the denominator which shall be 12.
(2) The above transaction represents the Executive's 2024 Performance-Based Stock Units (PSUs) awarded under the Plan and right to receive, following vesting, one share of common stock. The 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 compared to peer performance. The PSUs shall become vested on February 27, 2027 provided that the Executive remains in Continuous Service through the vesting date and may be forfeited upon termination other than for death, disability, normal or early retirement. Vesting of the PSUs in the event of a change in control shall following the same approach as the Executive???s 2024 RSU award. In the event of a change in control followed by continued employment, the PSUs will convert to time-vested awards and vest ratably over three years.
(3) Includes 78,475 Restricted and Performance Stock Units that have not yet vested and -4 shares adjustment from transferring out of the dividend reinvestment plan.

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