SUMMARY

This summary highlights selected information from this proxy statement and prospectus. Because this is a summary, it does not contain all of the information that may be important to you. You should carefully read this entire document and the other documents we refer to in this document before you decide how to vote. These references will give you a more complete description of the merger agreement and the merger. We have included page references in this summary to direct you to more complete descriptions of the topics provided elsewhere in this proxy statement and prospectus.

The Companies (See page 8763 for PascackHarmony Bank and page 8763 for Lakeland)Lakeland Bancorp)

Pascack BancorpHarmony Bank

64 Crescent Avenue2120 West County Line Road

Waldwick,Jackson, New Jersey 0746308527

Telephone: 201-689-7777732-364-0088

Pascack Bancorp, Inc., which is sometimes referred to in this proxy statement and prospectus as Pascack Bancorp or Pascack, is a one-bank holding company incorporated under the laws of New Jersey in June 2009 to serve as the holding company for Pascack Community Bank. Pascack CommunityHarmony Bank which commenced business in February 2002, is a state-chartered commercial bank that focuses on serving consumers and small-to-medium-size businessesbusinesses. Harmony Bank is headquartered in Bergen and northern Essex counties. Pascack Community Bank hasJackson, New Jersey, with additional branch offices in Waldwick, Westwood, Hillsdale, Rochelle Park, LodiLakewood and Nutley,Toms River, New Jersey as well as in Hackensack, New Jersey, where it has two branches.Jersey. As of June 30, 2015, Pascack BancorpMarch 31, 2016, Harmony Bank had consolidated total assets, total loans, total deposits and total stockholders’shareholders’ equity of $402.7$305 million, $334.0$248 million, $304.8$266 million and $33.3$28.5 million, respectively.

Lakeland Bancorp, Inc.

250 Oak Ridge Road

Oak Ridge, New Jersey 07438

Telephone: 973-697-2000

Lakeland Bancorp, Inc., which is sometimes referred to in this proxy statement and prospectus as Lakeland Bancorp or Lakeland, is a New Jersey business corporation and a registered bank holding company. Lakeland was organized in March of 1989 and commenced operations on May 19, 1989, upon the consummation of the acquisition of all of the outstanding stock of Lakeland Bank, formerly named Lakeland State Bank. Lakeland Bank is a banking corporation organized under the banking laws of the State of New Jersey. Lakeland Bank has 48operates 53 New Jersey branch offices in Bergen, Essex, Morris, Passaic, Somerset, Sussex, Union and Warren counties,counties; five New Jersey regional commercial lending centers in Bernardsville, Montville, Newton, Teaneck and WyckoffWyckoff/Waldwick; and, two commercial loan production offices serving Middlesex and Monmouth counties in New Jersey and the Hudson Valley region of New York. Lakeland Bank offers an extensive arraysuite of consumer and commercialfinancial products and services including onlinefor businesses and mobile banking, localized commercial lending teams, and 24-hour or less turnaround time on consumer loan applications.consumers. As of June 30, 2015,March 31, 2016, Lakeland Bancorp had consolidated total assets, total loans, total deposits and total stockholders’shareholders’ equity of $3.70$4.40 billion, $2.76$3.37 billion, $2.84$3.46 billion and $390.9$446.9 million, respectively.

The Merger(See page 45)29)

Pascack will merge with and into Lakeland, with Lakeland as the surviving corporation in the merger. Immediately after the merger of the holding companies, Pascack CommunityHarmony Bank will merge with and into Lakeland Bank, with Lakeland Bank as the surviving bank in the merger.

A copy of the merger agreement betweenamong Lakeland Bancorp, Lakeland Bank and PascackHarmony Bank is attached to this proxy statement and prospectus as Annex A. A copy of the form of the merger agreement pertaining to the bank merger is included as Exhibit A to the merger agreement attached to this proxy statement and prospectus as Annex A.

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Pascack shareholders will either receive cash or stock, or a combination of cash and stock. Upon completion of the merger, theThe shareholders of PascackHarmony Bank will receive, at their election, for each outstanding share of PascackHarmony Bank common stock that they own at the effective time of the merger, or would own upon conversion of preferred stock immediately prior to such effective time, either 0.95761.25 shares of Lakeland common stock or $11.35 in cash, subject to proration as described in the merger agreement, so that 90% of the aggregate merger consideration will be shares of Lakeland common stock and 10% will be cash.

Holders of Pascack stock immediately prior to the effective time of the merger will be able to elect to receive cash, stock or to indicate that such holder has no preference as to the receipt of cash or LakelandBancorp common stock. If such election would result in other than 90% of the merger consideration to be paid by Lakeland equaling stock and 10% cash, then the Exchange Agent will designate, on a pro rata basis, from those holders electing to receive shares, those electing to receive cash, and those indicating no preference, those holders who will receive shares and/or cash, as applicable, so that 90% of the outstanding shares of Pascack will receive Lakeland common stock and 10% of the outstanding shares of Pascack will receive cash, without interest. See “THE MERGER - Terms of the Merger - What Pascack Shareholders Will Receive in the Merger,” beginning at page 66.

The exchange ratio will be adjusted proportionately if Lakeland Bancorp makes any stock splits, stock dividends or similar distributions prior to the closing of the merger.

Lakeland Bancorp will not issue any fractions of a share of common stock. Rather, Lakeland Bancorp will pay cash (without interest) for any fractional share interest any PascackHarmony Bank shareholder would otherwise receive in the merger. All shares of PascackHarmony Bank common stock or Pascack preferred stock held by a shareholder immediately prior to the effective time of the merger will be aggregated before determining the need to pay cash in lieu of fractional shares to such former shareholder.

Tax Consequences(See pages 8158 to 85)61)

We expect that for federal income tax purposes, the merger will be a taxable event to those Pascack shareholders who receive cash in whole or in part in exchange for their Pascack common stock or Pascack preferred stock, and the merger will not be a taxable event to those PascackHarmony Bank shareholders who receiveas they are receiving solely Lakeland Bancorp common stock in exchange for their PascackHarmony Bank common stock or Pascack preferred stock.(other than cash in lieu of fractional shares). However, we urge you to consult your tax advisor to gain a full understanding of the tax consequences of the merger to you. Tax matters are very complicated, and in many cases, the tax consequences of the merger will depend on your particular facts and circumstances.

Reasons for proposing the merger(See (See pages 5034 to 5136 for PascackHarmony Bank and page 6645 for Lakeland)Lakeland Bancorp)

Pascack’sHarmony Bank’s board of directors has unanimously approved the merger and the merger agreement and believes that the proposed merger is in the best interests of PascackHarmony Bank and its shareholders. If the merger is consummated, PascackHarmony Bank shareholders who receive Lakeland common stock in the merger will own stock in a larger and more diversified corporation.

In unanimously approving the merger agreement, Pascack’sHarmony Bank’s board considered, among other things, the terms of the merger agreement, including the financial terms, the opinion of Pascack’sHarmony Bank’s financial advisor, the income tax consequences of the transaction, the historical market prices of Lakeland Bancorp common stock and Harmony Bank common stock, the liquidity of Lakeland Bancorp’s common stock and Pascackthe illiquidity of Harmony Bank’s common stock, the historical cash dividends paid on Lakeland common stock and the fact that PascackHarmony Bank has not historically paid cash dividends on its common stock, the competitive environment facing Pascack,Harmony Bank, the regulatory environment faced by all community sized banks, including Pascack,Harmony Bank, and the business and prospects of Lakeland.Lakeland Bancorp.

Lakeland’s board of directors focused principally on Pascack’sHarmony Bank’s shared focus with Lakeland on community banking and the demographics offact that the acquisition will enable Lakeland to expand into Ocean County in New Jersey countiesJersey. Lakeland believes the merger is consistent with its recent initiatives to expand into desirable markets and will leverage its loan production office initiated in which Pascack has locations.2015 covering neighboring Middlesex and Monmouth Counties. In evaluating acquisition opportunities, Lakeland generally considers potential revenue enhancements and operating efficiencies, asset quality and interest rate risk.

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Board recommendation(See page 51)36)

The board of directors of Pascack unanimouslyHarmony Bank approved the merger agreement and the merger, and unanimously recommends that PascackHarmony Bank shareholders vote “FOR” approval of that proposal.

Pascack’sHarmony Bank’s financial advisor has concluded that the consideration that PascackHarmony Bank shareholders will receive in the merger is fair.(See pages 5136 to 54)45)

Sandler O’Neill & Partners, L.P., financial advisor to Pascack, whom we refer to as “Sandler O’Neill”, has provided a written fairness opinion, dated August 3, 2015, to Pascack’sAt the February 17, 2016 meeting of the Harmony Bank board of directors, representatives of Raymond James & Associates, Inc. (“Raymond James”), rendered Raymond James’ oral opinion, which was subsequently

confirmed by delivery of a written opinion to the effect that,board dated February 17, 2016, as to the fairness, as of thatsuch date, the aggregate consideration to be paid in the merger is fair to the holders of Pascack common stock from a financial point of view. A copyview, to the holders of Harmony Bank’s outstanding common stock of the fairnessmerger consideration to be received by such holders in the merger pursuant to the merger agreement, based upon and subject to the qualifications, assumptions and other matters considered in connection with the preparation of its opinion.

The full text of the written opinion of Raymond James, dated February 17, 2016, which sets forth, among other things, the various qualifications, assumptions and limitations on the scope of the review undertaken, is attached as Annex B to this proxy statementdocument. Raymond James provided its opinion for the information and prospectus as Annex B.

You should readassistance of the fairness opinionHarmony Bank board of directors (solely in its entirety.capacity as such) in connection with, and for purposes of, its consideration of the merger and its opinion only addresses whether the merger consideration to be received by the holders of the common stock in the merger pursuant to the merger agreement was fair, from a financial point of view, to such holders. The opinion of Raymond James did not address any other term or aspect of the merger agreement or the merger contemplated thereby. The Raymond James opinion does not constitute a recommendation to the board or any holder of Harmony Bank common stock as to how the board, such shareholder or any other person should vote or otherwise act with respect to the merger or any other matter.

Pursuant to the Sandler O’NeillRaymond James engagement agreement, Pascackletter, Harmony Bank agreed to pay Sandler O’NeillRaymond James a fee of $125,000$150,000 concurrently with the rendering of the opinion, as well as a cashfee of $50,000 upon the signing of the merger agreement, and a fee equal to 0.65%1.5% of the aggregate consideration offered in the merger to be paid as follows: (i) 15%upon consummation of the merger (such fee would equal $474,573, based on the closing price of Lakeland common stock on February 16, 2016, the day prior to the date the merger agreement was signed). The $150,000 paid atfor the time ofopinion and the $50,000 paid upon the signing of the merger agreement are each non-refundable and (ii) the remainder is payable at the time of closing of the merger. The $125,000 paid for the opinion will be credited against the amount due at the closing of the merger. In addition, PascackHarmony Bank also agreed to reimburse Sandler O’NeillRaymond James for reasonable out-of-pocket expenses and disbursements incurred in connection with its retention up to $30,000$5,000 and to indemnify Raymond James against certain liabilities, including liabilities under the federal securities laws.

In the ordinary course of Sandler O’Neill’s business, as a broker-dealer, Sandler O’NeillRaymond James may purchasetrade in the securities from and sell securities to Pascackof Harmony Bank and Lakeland and their affiliates. Sandler O’Neill may also actively trade the equity or debt securities of Pascack and Lakeland or their affiliatesBancorp for its own account and for the accounts of Sandler O’Neill’s customers.

Pascackits customers and, FinPro, Inc. (“FinPro”) have an agreement pursuant to which FinPro provides various consulting andaccordingly, may at any time hold a long or short position in such securities. Raymond James may provide investment banking, financial advisory and other financial services to Pascack. As part of that agreement, Pascack committed to use FinPro Capital Advisors, Inc. (“FCA”), a wholly-owned broker-dealer subsidiary of FinPro, to serve as transaction advisor to PascackHarmony Bank and/or Lakeland Bancorp or other participants in the eventmerger in the Company undertook certain merger related transactions. Pascack retained the services of Sandler O’Neill in addition to FCA, and at Pascack’s request, on July 1, 2015, Pascack and FinPro entered into an addendum to their prior engagement letter. Under the addendum, FCA would serve with Sandler O’Neill as an additional transaction advisor, but would not render a fairness opinion. The addendum also fixed FCA’s compensationfuture, for their services on the transaction. Pascack has agreed to pay FCA an advisory fee equal to 0.60% of the aggregate merger consideration. A total of $100,000 of such fee was paid by Pascack upon the signing of the merger agreement (Pascack has the right to the return of $50,000 of such payment if the merger does not close), and the remainder is due upon the closing of the merger. FCA does not carry customer accounts nor does it actively trade in any securities of Pascack or Lakeland or any of their respective affiliates.which Raymond James may receive compensation.

Special meeting of Pascack’sHarmony Bank’s shareholders to be held on [            ], 2015June 22, 2016(See pages 4023 to 44)28)

The special meeting of Pascack’sHarmony Bank’s shareholders will be held on [            ], 2015,June 22, 2016, at [                            ],Harmony Bank’s Corporate Offices, 2120 West County Line Road, Jackson, New Jersey, beginning at [    p.m.]9:00 a.m. At the special meeting, PascackHarmony Bank will ask its shareholders:

1. To approve anthe Agreement and Plan of Merger, dated as of August 3, 2015,February 17, 2016, by and between Pascackamong Harmony Bank, Lakeland Bancorp and Lakeland Bank, providing for:

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2. To transact such other business as shall properly come before the special meeting, which may include a motion to adjourn the meeting to another time or place in order to solicit additional proxies in favor of the merger agreement and the merger.

Who can vote(See page 41)24)

You are entitled to vote at the PascackHarmony Bank special meeting if you owned shares of PascackHarmony Bank common stock at the close of business on the record date of [            ], 2015.May 10, 2016. You will have one vote for each share of PascackHarmony Bank common stock that you owned on the record date. On the record date, there were [                ]2,454,320 shares of PascackHarmony Bank common stock outstanding. Holders of Pascack preferred stock do not have a right to vote except to the extent that they convert their preferred stock to Pascack common stock prior to the record date.

You may vote either by attending Pascack’sHarmony Bank’s special meeting and voting your shares, or by completing the enclosed proxy card and mailing it to PascackHarmony Bank in the enclosed envelope. PascackHarmony Bank shareholders may also vote by telephone or via the Internet, as described in the enclosed instructions.

The board of directors of PascackHarmony Bank is seeking your proxy to use at the special meeting. This proxy statement and prospectus has been prepared to assist you in deciding how to vote and whether or not to grant your proxy. Please indicate on your proxy card how you want to vote. Then sign, date and mail the proxy card as soon as possible so that your shares will be represented at the special meeting.

If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as a voteFOR approval of the merger agreement.

If you sign a proxy, you may revoke it by written notice to the Secretary of Pascack, at any time before it is voted at the special meeting.

You cannot vote shares held by your broker in “street name.” Only your broker can vote those shares, with your instructions. If you do not provide your broker with instructions on how to vote your shares, your broker will not be permitted to vote them.

Voting matters(See pages 41 to 43)page 24)

The presence, in person or by proxy, of a majority of the shares of PascackHarmony Bank common stock outstanding on the record date will constitute a quorum for the purposes of the PascackHarmony Bank special meeting. Assuming a quorum is present, the approval of the merger agreement and the merger will require the approval of at least a majoritytwo thirds of Harmony Bank’s shares of common stock outstanding on the votes cast atrecord date for the Pascack special meeting. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present, butand will have nothe effect on theof a “no” vote to approveon the merger agreement.

Each holder of shares of PascackHarmony Bank common stock outstanding on the record date will be entitled to one vote for each share held of record.

PascackCertain Harmony Bank directors and executive officers have agreed to vote their shares of PascackHarmony Bank stock in favor of the merger agreement(See page 86)58)

On Pascack’sHarmony Bank’s record date, the directors and executive officers of Pascack,Harmony Bank, together with their affiliates, had sole or shared voting power over [                ]741,226 shares of PascackHarmony Bank common stock, or approximately 40%30.20% of the shares of Pascack common stock outstanding on the record date.

Pascack’sCertain of Harmony Bank’s directors and executive officers, holding approximately 29.18% of the shares of Harmony Bank common stock outstanding on the record date, have entered into agreements with Lakeland in which they have agreed to vote all shares of PascackHarmony Bank common stock which they own on the record date in favor of the merger agreement and the merger. One Harmony Bank director voted against the merger and the merger agreement and declined to sign a voting agreement.

To the best knowledge of Lakeland Bancorp and Pascack:Harmony Bank:

Interests of PascackHarmony Bank directors and management in the merger(See pages 8056 to 81)58)

The directors and officers of PascackHarmony Bank have interests in the merger as directors and employees that are different from the interests of the other PascackHarmony Bank shareholders. These interests include, among others:

certain circumstances. These include a failure to complete the merger by August 3, 2016,February 17, 2017, or if either party materially breaches the merger agreement, unless the terminating party’s breach is the reason that the merger has not been completed.

PascackHarmony Bank may unilaterally terminate the merger agreement if:

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See “THE MERGER -– Termination” beginning at page 7653 for additional information regarding this and other bases for terminating the merger agreement, including Pascack’sHarmony Bank’s “fiduciary out.”

Rights of Lakeland shareholders differ from those of PascackHarmony Bank shareholders(See pages 9066 to 92)68)

When the merger is completed, each PascackHarmony Bank shareholder will automatically become a Lakeland shareholder, unless such shareholder has perfected such shareholder’s Pascack shares are converted entirely into cash under the merger agreement.dissenters’ rights in accordance with applicable law. The rights of Lakeland shareholders differ from the rights of holders of PascackHarmony Bank common stock in certain ways, primarily as a result of the fact that Lakeland is governed by the New Jersey Business Corporation Act and Harmony Bank is governed by the New Jersey Banking Act of 1948, as amended, which we refer to as the New Jersey Banking Act. In addition, certain provisions in Lakeland’s certificate of incorporation and by-laws that differ from those of Pascack’sHarmony Bank’s certificate of incorporation and by-laws. Some of these provisions are intended to make a takeover of Lakeland harder if Lakeland’s board of directors does not approve it. The merger agreement provides for shares of Pascack preferred stock to be converted into Lakeland common stock or cash in the merger. The rights of a holder of Lakeland common stock differ substantially from the rights of a holder of Pascack preferred stock, as described herein.

PascackHarmony Bank shareholders do not have dissenters’ appraisal rights(See page 86)pages 61 to 62)

UnderHarmony Bank shareholders will have dissenters’ rights under the New Jersey Business Corporation Act, Pascack’sBanking Act. These dissenters’ rights give Harmony Bank shareholders will not have dissenters’the right to obtain an appraisal rightsof the value of their shares of Harmony Bank common stock in connection with the merger. To perfect dissenters’ rights, a Harmony Bank shareholder must not vote for the approval of the merger agreement and must strictly comply with all of the procedures required under Sections 17:9A-140 through 17:9A-145 of the New Jersey Banking Act. These procedures are described more fully beginning on page 61. The applicable provisions of the New Jersey Banking Act are attached to this proxy statement and prospectus as Annex C.

Stock certificates to be submitted with the Election Forms or after the merger is complete(See pages 6755 to 69)56)

Holders of record of Pascack common stock as of the record date for the special meeting will receive an Election Form in a separate mailing being distributed concurrently with this proxy statement and prospectus. Persons who become holders of record of Pascack common stock after the record date and holders of Pascack’s preferred stock will also be provided with Election Forms from time to time prior to the consummation of the merger. In order to make an effective election to receive cash or stock in the merger, it will be necessary for such shareholders to submit their Pascack stock certificates to the Exchange Agent, together with their Election Forms, in the envelope provided in the separate Election Form mailing to Pascack’s shareholders. If such shareholders do not submit an Election Form, then, promptlyPromptly after the merger is completed, theythe former shareholders of Harmony Bank will receive a letter and instructions on how to surrender their PascackHarmony Bank stock certificates in exchange for Lakeland stock certificates and/or cash. PascackBancorp common stock. Harmony Bank shareholders will need to carefully review and complete these materials and return them as instructed along with their stock certificates for PascackHarmony Bank common stock or Pascack preferred stock.

If you do not have stock certificates but hold shares of Pascack common stock or Pascack preferred stock with your broker in “street name,” you will needorder to provide your broker with instructions regarding your election. If you do not instruct your broker to make an election, your broker will automatically exchange your shares upon completion of the merger.

If you or your broker do not submit an Election Form covering your shares of Pascack common stock prior to the election deadline, which is 5:00 p.m. on the third business days prior to the datereceive the merger is consummated, then you will lose the opportunity to indicate your preference as to whether your shares will be converted into Lakeland common stock or cash.consideration.

MARKET PRICE AND DIVIDEND INFORMATION

PascackHarmony Bank

The shares of PascackHarmony Bank common stock are traded from time to time on the OTCQX Marketplace operated by OTC Markets Group Inc.Pink marketplace (the “OTCPK”), under the symbol “PSBR”“HRMB”. The following table sets forth the high and low closing prices of the shares of PascackHarmony Bank common stock for the periods indicated. PascackHarmony Bank has not declared or paid any cash dividends on its shares of common stock for the periods indicated.

The shares of Harmony Bank common stock are not actively traded. On August 3, 2015,January 14, 2016, the last full trading day prior to announcement of the execution of the merger agreement on which a trade occurred in Harmony Bank common stock, the reported high and low sales prices and the closing sale price of PascackHarmony Bank common stock on the OTCQX MarketplaceOTCPK were as follows:

On [            ], 2015,May 10, 2016, the last full trading day prior to the date of this proxy statement and prospectus on which a trade occurred in Harmony Bank common stock, the reported high and low sales prices and the closing sale price of PascackHarmony Bank common stock on the OTCQX MarketplaceOTCPK were as follows:

Shareholders are urged to obtain current market quotations for shares of PascackHarmony Bank common stock.

As of [            ], 2015,May 10, 2016, there were [                ]2,454,320 shares of PascackHarmony Bank common stock outstanding, held of record by approximately [                ]273 shareholders, and outstanding options that were exercisable on that date, or within 60 days after that date, for [                ]210,936 shares of PascackHarmony Bank common stock. As of , 2015, there were [            ]May 10, 2016, all 3,500 shares of Pascack preferred stock outstanding, convertible into                 sharesHarmony Bank Senior Non-Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”) that had been issued to the U.S. Department of Pascack common stock. There is no public trading market for the Pascack preferred stock.Treasury were redeemed.

Lakeland

The shares of Lakeland common stock are traded on the Nasdaq Global Select Market under the symbol “LBAI”. The following table sets forth the high and low daily closing prices for shares of Lakeland common stock for the periods indicated, as provided by Nasdaq, and the cash dividends declared per share by Lakeland for the periods indicated. All information is adjusted for Lakeland’s 5% stock dividend distributed on June 17, 2014.

On August 3, 2015,February 17, 2016, the last full trading day prior to announcement of the execution of the merger agreement, the reported high and low sales prices and the closing sale price of Lakeland common stock on the Nasdaq Global Select Market were as follows:

On [            ], 2015,May 10, 2016, the last full trading daypracticable date prior to the date of this proxy statement and prospectus, the reported high and low sales prices and the closing sale price of Lakeland common stock on the Nasdaq Global Select Market were as follows:

Shareholders are urged to obtain current market quotations for shares of Lakeland common stock.

As of [            ], 2015,May 10, 2016, there were [                ]41,240,573 shares of Lakeland common stock outstanding, held of record by approximately [                ]3,092 shareholders, and outstanding options that were exercisable on that date, or within 60 days after that date, for [                ]165,392 shares of Lakeland common stock.

Equivalent value per share

The following table shows the closing sale price of Lakeland common stock on the Nasdaq Global Select Market on August 3, 2015,February 17, 2016, the last full trading day prior to announcement of the execution of the merger agreement and on [            ], 2015,May 10, 2016, the last practicable date prior to the date of this proxy statement and prospectus, the closing sale price of Harmony Bank common stock on the OTCPK on January 14, 2016, the last full trading day prior to announcement of the execution of the merger agreement on which a trade occurred in Harmony Bank common stock and on May 10, 2016, the last full trading day prior to the date of this proxy statement and prospectus the closing sale price of Pascackon which a trade occurred in Harmony Bank common stock, on the OTCQX Marketplace Operated by OTC Markets Group Inc. on the same two dates and the equivalent value per share of PascackHarmony Bank common stock on the same two dates. The equivalent value per share is calculated by multiplying the per share price of Lakeland Bancorp common stock by the exchange ratio of 0.9576.1.25.