CITIZENS & NORTHERN CORP — Director's Dealing 2017

Jan 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CITIZENS & NORTHERN CORP (CZNC)
CIK: 0000810958
Period of Report: 2017-01-05

Reporting Person: Dunsmore Stan R (EVP & Chief Credit Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-05	Common Stock	D	245	—	Disposed	9608	Direct
2017-01-05	Common Stock	J	314	$26.3990	Acquired	3254	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	58	Indirect

Footnotes

F1: Represents forfeiture of restricted shares granted January 5, 2016 that were eligible to vest January 5, 2017 based on the Corporation's attainment of an earnings-based performance standard.

F2: Exempt acquisition via employer year end contribution to ESOP