CNB FINANCIAL CORP/PA — Director's Dealing 2017

Jan 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CNB FINANCIAL CORP/PA (CCNE)
CIK: 0000736772
Period of Report: 2017-01-05

Reporting Person: Seager Richard B. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-05	phantom stock	$	I	1594.895	Disposed		common stock (1594.895)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common stock	8942	Direct

Footnotes

F1: Each share of phantom stock is the economic equivalent of one share of common stock. The phantom shares become payable upon termination of service.

F2: On 1/5/17, the reporting person transferred the value of 1,594.895 shares of phantom stock into an alternative investment account, in connection with the rebalancing of his account.

F3: The reporting person had a previously unreported balance of 4,140.012 phantom shares acquired since January 1, 2015 under the Company's deferred compensation plan.