CITIZENS & NORTHERN CORP — Director's Dealing 2010

Feb 16, 2010

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: CITIZENS & NORTHERN CORP (CZNC)
CIK: 0000810958
Period of Report: 2009-12-31

Reporting Person: BEARDSLEE DENNIS (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
1999-04-20	Director Stock Options (Right to Buy)	$22.0833	A	300	Acquired	2009-04-20	Common Stock (300)	Direct
2009-04-20	Director Stock Options (Right to Buy)	$22.0833	J	300	Disposed	2009-04-20	Common Stock (300)	Direct
2000-04-18	Director Stock Options (Right to Buy)	$16.6667	A	300	Acquired	2010-04-18	Common Stock (300)	Direct
2003-06-27	Director Stock Options (Right to Buy)	$16.6667	M	300	Disposed	2010-04-18	Common Stock (300)	Direct
2001-04-17	Director Stock Options (Right to Buy)	$14.1667	A	228	Acquired	2011-04-17	Common Stock (228)	Direct
2003-06-27	Director Stock Options (Right to Buy)	$14.1667	M	228	Disposed	2011-04-17	Common Stock (228)	Direct
2002-01-02	Director Stock Options (Right to Buy)	$17.00	A	537	Acquired	2012-01-02	Common Stock (537)	Direct
2003-01-02	Director Stock Options (Right to Buy)	$20.7333	A	411	Acquired	2013-01-02	Common Stock (411)	Direct
2004-01-02	Director Stock Options (Right to Buy)	$26.59	A	327	Acquired	2014-01-02	Common Stock (327)	Direct
2005-01-03	Director Stock Options (Right to Buy)	$27.00	A	473	Acquired	2015-01-03	Common Stock (473)	Direct
2007-01-03	Director Stock Options (Right to Buy)	$22.325	A	538	Acquired	2017-01-03	Common Stock (538)	Direct
2008-01-03	Director Stock Options (Right to Buy)	$17.50	A	679	Acquired	2018-01-03	Common Stock (679)	Direct
2009-01-05	Director Stock Options (Right to Buy)	$19.88	A	1341	Acquired	2019-01-05	Common Stock (1341)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9153	Direct

Footnotes

F1: Direct holdings were previously reported without including unvested restricted stock (which were reported separately.) Total direct holdings reported in this Form have been revised to include unvested restricted stock.

F2: Exercise prices and number of options shares adjusted for 2003 stock split.

F3: Expiration of director stock option without value exempt under Rule 16b-6(d).

F4: Acquisition of shares pursuant to options exercised previously reported in Table I; however, the exercise was not reported in Table II.