COMMUNITY FINANCIAL SYSTEM, INC. — Director's Dealing 2013

Mar 25, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMMUNITY BANK SYSTEM INC (CBU)
CIK: 0000723188
Period of Report: 2013-03-22

Reporting Person: DONAHUE BRIAN D (Chief Banking Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-22	Common Stock	M	3085	$24.15	Acquired	34568	Direct
2013-03-22	Common Stock	S	3085	$29.7023	Disposed	31483	Direct
2013-03-25	Common Stock	M	5993	$24.15	Acquired	37476	Direct
2013-03-25	Common Stock	S	5993	$29.7283	Disposed	31483	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-22	Stock Option	$24.15	M	3085	Disposed	2014-01-21	Common Stock (3085)	Direct
2013-03-25	Stock Option	$24.15	M	5993	Disposed	2014-01-21	Common Stock (5993)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5095.7797	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 $29.70 to $29.75, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.70 to $29.79, 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.

F3: The option vested in five equal installments on January 21, 2005, 2006, 2007, 2008, and 2009.