Avner Mendelson - Apr 1, 2022 Form 4 Insider Report for VALLEY NATIONAL BANCORP (VLY)

Role: Director
Signature: /s/ Avner Mendelson
Stock symbol: VLY
Transactions as of: Apr 1, 2022
Transactions value $: $0
Form type: 4
Date filed: 4/5/2022, 12:13 PM
Next filing: May 17, 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VLY	Common Stock	Award	$0	+132K	+12014.73%	$0.00	133K	Apr 1, 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	VLY	Common Stock	Award	$0	+1.21M		$0.00	1.21M	Apr 1, 2022	Common Stock	1.21M	$8.47	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Effective April 1, 2022, Valley National Bancorp ("Valley") completed its acquisition of Bank Leumi le-Israel Corporation, a New York corporation ("Leumi USA"), pursuant to the Agreement and Plan of Merger, dated as of September 22, 2021 (the "Merger Agreement"). In connection with the merger, Valley assumed the reporting person's non-competition agreement with Leumi USA and the related restricted stock unit ("RSU") award. The RSU award will vest in equal increments on April 1, 2023, April 1, 2024 and April 1, 2025.
F2	Pursuant to the Merger Agreement, at the effective time of the merger, each fully vested outstanding Leumi USA stock option held by an active employee of Leumi USA was converted into a stock option to acquire shares of Valley Common Stock, with the number of shares underlying each such stock option and the applicable exercise price adjusted based on an exchange ratio of 4.225 shares of Valley Common Stock per share of Leumi USA Common Stock.

Content

Effective April 1, 2022, Valley National Bancorp ("Valley") completed its acquisition of Bank Leumi le-Israel Corporation, a New York corporation ("Leumi USA"), pursuant to the Agreement and Plan of Merger, dated as of September 22, 2021 (the "Merger Agreement"). In connection with the merger, Valley assumed the reporting person's non-competition agreement with Leumi USA and the related restricted stock unit ("RSU") award. The RSU award will vest in equal increments on April 1, 2023, April 1, 2024 and April 1, 2025.

Pursuant to the Merger Agreement, at the effective time of the merger, each fully vested outstanding Leumi USA stock option held by an active employee of Leumi USA was converted into a stock option to acquire shares of Valley Common Stock, with the number of shares underlying each such stock option and the applicable exercise price adjusted based on an exchange ratio of 4.225 shares of Valley Common Stock per share of Leumi USA Common Stock.