COMMUNITY FINANCIAL SYSTEM, INC. — Director's Dealing 2015

Mar 19, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMMUNITY BANK SYSTEM, INC. (CBU)
CIK: 0000723188
Period of Report: 2015-03-18

Reporting Person: STEELE SALLY A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-18	Phantom Stock (Deferred Stock Units)	$	A	850	Acquired		Common Stock (850)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock (Deferred Compensation)	$		Common Stock (27273.8718)	27273.8718	Direct
Phantom Stock (Stock Balance Plan)	$		Common Stock (3063.22)	3063.22	Direct

Footnotes

F1: The reporting person has received deferred stock units under the Community Bank System, Inc. 2014 Long-Term Incentive Plan. Each phantom stock unit which represents a deferred stock unit is the economic equivalent of one share of Community Bank System, Inc. common stock and will be settled in common stock at a predetermined date.

F2: 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.

F3: Includes 224.8247 units of phantom stock acquired on January 9, 2015 under the Deferred Compensation Plan's dividend reinvestment feature.

F4: 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.

F5: Includes 90.44 units of phantom stock acquired in 2014 under the Stock Balance Plan's dividend reinvestment feature.