Ownership Submission
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 *
BABCOCK JOHN P
  2. Issuer Name and Ticker or Trading Symbol
PEAPACK GLADSTONE FINANCIAL CORP [PGC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SEVP & Pres of Priv Wealth Mgt
(Last)
(First)
(Middle)
500 HILLS DRIVE, SUITE 300, PO BOX 700
3. Date of Earliest Transaction (Month/Day/Year)
03/11/2018
(Street)

BEDMINSTER, NJ 07921-1538
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 03/11/2018   F(6)   1,693 D $ 34.71 73,381.67 D (2)  
Common Stock 03/11/2018   F(6)   1,309 D $ 34.71 72,072.67 D (2)  
Common Stock 03/11/2018   F(6)   810 D $ 34.71 73,719.67 D (2)  
Common Stock 03/11/2018   F(6)   165 D $ 34.71 74,052.67 D (2)  
Common Stock 03/11/2018   F(6)   457 D $ 34.71 74,981.17 D (2)  
Common Stock               3,842 I Rabbi Trust (7)
Common Stock               5,324.9854 (1) I 401(K)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Restricted Stock Unit (3)               (4)   (4) Common Stock 10,455   10,455 D  
Restricted Stock Unit (3)               (5)   (5) Common Stock 1,995   1,995 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BABCOCK JOHN P
500 HILLS DRIVE, SUITE 300
PO BOX 700
BEDMINSTER, NJ 07921-1538
      SEVP & Pres of Priv Wealth Mgt  

Signatures

 John P. Babcock   03/13/2018
**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) Includes 401(K) contributions used to purchase PGC stock.
(2) 10,804 shares held in trust
(3) Each restricted stock unit represents a contingent right to receive one share of common stock of Peapack-Gladstone Financial Corporation.
(4) The restricted stock units vest and settle in stock in three approximately equal installments on each of the first three anniversaries of the grant date.
(5) The restricted stock units vest and settle in stock in five approximately equal installments on each of the first five anniversaries of the grant date.
(6) Shares withheld to satisfy tax withholding obligations arising from settlement of restricted stock units.
(7) Held indirectly through a rabbi trust pursuant to a non-qualified deferred compensation plan.

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