VALLEY NATIONAL BANCORP — Director's Dealing 2015

Feb 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VALLEY NATIONAL BANCORP (VLY)
CIK: 0000714310
Period of Report: 2015-01-30

Reporting Person: MEYER ROBERT (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-30	Common Stock	A	32787	—	Acquired	136259	Direct
2015-02-02	Common Stock	F	3407	$9.08	Disposed	132852	Direct
2015-02-02	Common Stock	F	2503	$9.08	Disposed	130349	Direct
2015-02-02	Common Stock	F	1846	$9.08	Disposed	128503	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (with Spouse)	130455	Direct
Common Stock (401k Plan)	4607	Direct

Footnotes

F1: (1)This amount represents the following grants under the Valley National Bancorp 2009 Long Term Incentive Stock Plan: (i) 10,929 restricted shares subject to time-based vesting which are scheduled to vest in equal annual increments beginning on the first anniversary of the grant date and (ii) 32,787 restricted stock units subject to performance-based vesting conditions over a three-year period, all of which may be forfeited in the event performance conditions are not satisfied (this amount represents the maximum number of shares that may be earned pursuant to this RSU award).

F2: Holdings under the Valley 401K Plan has been updated to reflect reporting person's balance in the Plan.