CNB FINANCIAL CORP/PA — Director's Dealing 2017

Feb 24, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CNB FINANCIAL CORP/PA (CCNE)
CIK: 0000736772
Period of Report: 2017-02-24

Reporting Person: POWELL JEFFREY S (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-24	common stock	A	1090	$25.92	Acquired	116852	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common stock	4000	Indirect
common stock	73180	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
phantom stock	$		common stock (32582)	32582	Direct

Footnotes

F1: Accumulated shares through Dividend Reinvestment

F2: Acknowledge update shares request per Director

F3: Includes 3,500 shares indirectly beneficially owned by the reporting person as co-executor of his grandfather's estate, which were inadvertently omitted from the reporting person's Form 4 filed on December 12, 2016.

F4: n/a

F5: The reporting person had a previously unreported balance of 5,755 shares acquired over a number of years under the Company's deferred compensation plan.