ARROW FINANCIAL CORP — Director's Dealing 2012

Jan 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ARROW FINANCIAL CORP (AROW)
CIK: 0000717538
Period of Report: 2012-01-27

Reporting Person: HOY THOMAS L (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-01	Common Stock	G	3059	—	Disposed	151716	Direct
2012-01-27	Common Stock	M	15374	$22.06	Acquired	167090	Direct
2012-01-27	Common Stock	F	14120	$25.29	Disposed	152970	Direct
2012-01-27	Common Stock	J	0	—	Acquired	2412	Indirect
2012-01-27	Common Stock	J	0	—	Acquired	2881	Indirect
2012-01-27	Common Stock	J	0	—	Acquired	3281	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-27	Empl. St. Option (Right to Buy)	$22.06	M	15374	Disposed	2012-12-18	Common Stock (15374)	Direct

Footnotes

F1: The total includes additional shares acquired as a result of a 3% stock dividend paid on Sept. 29, 2011 as follows: 31 shares acquired under the Company's ESPP, 20 shares acquired under a 401K plan and 318 shares acquired under an IRA. These shares were acquired since the insider's last Form 4 was filed on Sept. 9, 2011 in transactions not required to be reported on a Form 4. The information is being furnished to disclose the holdings of the insider as of the date of this Form 4.

F2: Includes 13,413 shares surrendered by reporting person to issuer to pay the exercise price of the derivative security and 707 shares withheld by the issuer to satisfy withholding tax liabilities related to the exercise.

F3: Includes an additional 70 shares resulting from the Company's 3% stock dividend distributed on Sept. 29, 2011.

F4: Includes an additional 83 shares resulting from the Company's 3% stock dividend distributed on Sept. 29, 2011.

F5: Includes an additional 95 shares resulting from the Company's 3% stock dividend distributed on Sept. 29, 2011.