CITIZENS & NORTHERN CORP — Director's Dealing 2012

Feb 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CITIZENS & NORTHERN CORP (CZNC)
CIK: 0000810958
Period of Report: 2012-01-31

Reporting Person: LAMBERT LEO F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-31	Common Stock	M	128	$17.50	Acquired	10917	Direct
2012-01-31	Common Stock	M	220	$15.06	Acquired	11137	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-31	Director Stock Options (Right to Buy)	$17.50	M	679	Disposed	2018-01-03	Common Stock (679)	Direct
2012-01-31	Director Stock Options (Right to Buy	$15.06	M	730	Disposed	2021-01-04	Common Stock (730)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1327	Indirect
Common Stock	1014	Indirect

Footnotes

F1: Exercise of options granted under Independent Directors Stock Incentive Plan