ARROW FINANCIAL CORP — Director's Dealing 2012

Nov 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ARROW FINANCIAL CORP (AROW)
CIK: 0000717538
Period of Report: 2012-11-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-06	Common Stock	G	1275	—	Disposed	156701	Direct
2012-11-26	Common Stock	M	10634	$22.18	Acquired	167335	Direct
2012-11-26	Common Stock	F	10005	$24.45	Disposed	157330	Direct
2012-11-26	Common Stock	J	0	—	Acquired	2460	Indirect
2012-11-26	Common Stock	J	0	—	Acquired	2938	Indirect
2012-11-26	Common Stock	J	0	—	Acquired	3346	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-26	Employee Stock Option (Right to Buy)	$22.18	M	10634	Disposed	2013-12-17	Common Stock (10634)	Direct

Footnotes

F1: Following the reported transaction, total direct holdings include:
334 shares acquired under the Company's ESPP that include 44 shares acquired from March 15, 2012;
11,145 shares held in a qualified retirement plan (IRA);
100,053 shares held in a custody account;
45,717 shares acquired under the Company's ESOP as of 12/31/11 valuation; and
727 shares acquired under the Company's 401k.
Total direct holdings also include 2,175 shares resulting from the Company's 2 percent stock dividend distributed on September 27, 2012.

F2: Includes 9,650 shares surrendered by reporting person to issuer to pay the exercise price of the derivative security and 355 shares withheld by the issuer to satisfy withholding tax liabilities related to the exercise.

F3: Includes an additional 48 shares resulting from the Company's 2 percent stock dividend distributed on Sept. 27, 2012.

F4: Includes an additional 57 shares resulting from the Company's 2 percent stock dividend distributed on Sept. 27, 2012.

F5: Includes an additional 65 shares resulting from the Company's 2 percent stock dividend distributed on Sept. 27, 2012.

F6: Amount of shares beneficially owned following reported transactions.