COMMUNITY FINANCIAL SYSTEM, INC. — Director's Dealing 2014

Mar 21, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMMUNITY BANK SYSTEM, INC. (CBU)
CIK: 0000723188
Period of Report: 2014-03-19

Reporting Person: DICERBO NICHOLAS A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-19	Stock Option	$37.77	A	3631	Acquired	2024-03-19	Common Stock (3631)	Direct
2014-03-20	Phantom Stock (Deferred Compensation)	$	A	414.5408	Acquired		Common Stock (414.5408)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	131506.0014	Direct
Common Stock	105123.0156	Indirect
Common Stock	902.12	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock (Stock Balance Plan)	$		Common Stock (18561.66)	18561.66	Direct

Footnotes

F1: Includes 561.953 shares acquired on January 10, 2014 pursuant to the Community Bank System, Inc. Dividend Reinvestment Plan.

F2: Includes 744.343 shares acquired on January 10, 2014 pursuant to the Community Bank System, Inc. Dividend Reinvestment Plan.

F3: Includes 6.427 shares acquired on January 10, 2014 pursuant to the Community Bank System, Inc. Dividend Reinvestment Plan.

F4: Each unit of phantom stock is the economic equivalent of one share of Community Bank System, Inc. common stock. The units of phantom stock relating to the Deferred Compensation Plan will be settled in Community Bank System, Inc. common stock at future dates selected by the reporting person.

F5: Each phantom stock unit is the economic equivalent of one share of Community Bank System, Inc. common stock. Phantom Stock (Stock Balance Plan) may be settled upon the later of the reporting person's attainment of age 55 or termination of service on Community Bank System, Inc.'s Board of Directors.

F6: Includes 500.69 units of phantom stock acquired in 2013 under the Stock Balance Plan's dividend reinvestment feature.