COMMUNITY FINANCIAL SYSTEM, INC. — Director's Dealing 2012

Mar 29, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMMUNITY BANK SYSTEM INC (CBU)
CIK: 0000723188
Period of Report: 2012-03-27

Reporting Person: TRYNISKI MARK E (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-27	Common Stock	M	15000	$18.955	Acquired	59063	Direct
2012-03-27	Common Stock	S	9800	$29.1092	Disposed	49263	Direct
2012-03-28	Common Stock	S	1500	$29.00	Disposed	47763	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-27	Stock Option	$18.955	M	15000	Disposed	2013-06-02	Common Stock (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11546	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.04 to $29.20, inclusive. The reporting person undertakes to provide Community Bank System, Inc., any security holder of Community Bank System, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: The number of shares reported herein were acquired pursuant to Community Bank System, Inc.'s 401(K) Plan and are based on a current plan statement.

F3: The option vested ratably on June 2, 2004, 2005, 2006, 2007 and 2008.