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

Mar 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMMUNITY BANK SYSTEM INC (CBU)
CIK: 0000723188
Period of Report: 2012-03-21

Reporting Person: DONAHUE BRIAN D (Chief Banking Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-21	Common Stock	A	1672	—	Acquired	24185	Direct
2012-03-21	Common Stock	M	4400	$15.675	Acquired	28585	Direct
2012-03-21	Common Stock	S	2400	$28.7921	Disposed	26185	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-21	Stock Option	$15.675	M	4400	Disposed	2013-01-01	Common Stock (4400)	Direct
2012-03-21	Stock Option	$28.78	A	7602	Acquired	2022-03-21	Common Stock (7602)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5551.7503	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 $28.78 to $28.83, 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 is based on a current plan statement.

F3: The option vests ratably on March 21, 2013, 2014, 2015, 2016 and 2017.