Valley National Bancorp (VLY) Form 3 VALLEY NATIONAL BANCORP / LEUMI LE ISRAEL BM BANK ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

BANK LEUMI LE ISRAEL BM

(Last) (First) (Middle)

24-32 YEHUDA HALEVI ST.

(Street)

TEL AVIV L3 65545

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2022

3. Issuer Name and Ticker or Trading Symbol
VALLEY NATIONAL BANCORP [ VLY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	71,861,862(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On April 1, 2022, Valley National Bancorp (Valley) completed its acquisition of Bank Leumi Le-Israel Corporation (Leumi USA) pursuant to the Agreement and Plan of Merger (the Merger Agreement) it entered into on September 22, 2021. Pursuant to the terms of the Merger Agreement, Valley issued shares of its common stock to former holders of shares of common stock of Leumi USA. As of immediately prior to the effective time of the merger, the Reporting Person, Bank Leumi le-Israel B.M. (Leumi), owned shares of common stock of Leumi USA. At the effective time, and as a result, of the merger, each share of common stock of Leumi USA owned by Leumi immediately prior to such effective time, was converted into the right to receive 3.8025 shares of Valley common stock and $5.08 in cash, in each case, in accordance with the terms and conditions of the Merger Agreement, resulting in Leumi being entitled to, and as a result of the merger receiving, 71,861,862 shares of Valley common stock.

	/s/ Omer Ziv	04/11/2022
	** Signature of Reporting Person	Date
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 5 (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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