CITIZENS & NORTHERN CORP — Director's Dealing 2012

May 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CITIZENS & NORTHERN CORP (CZNC)
CIK: 0000810958
Period of Report: 2012-05-14

Reporting Person: LAMBERT LEO F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-14	Common Stock	P	26	$18.00	Acquired	11253	Direct
2012-05-14	Common Stock	P	30	$17.8693	Acquired	11283	Direct
2012-05-14	Common Stock	J	66	$18.055	Acquired	11349	Direct
2012-05-14	Common Stock	P	15	$17.8693	Acquired	1354	Indirect
2012-05-14	Common Stock	P	12	$18.00	Acquired	1034	Indirect

Footnotes

F1: Dividend of 5/14/12 posted to D/R account.