COMMUNITY FINANCIAL SYSTEM, INC. — Director's Dealing 2016

Nov 18, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMMUNITY BANK SYSTEM, INC. (CBU)
CIK: 0000723188
Period of Report: 2016-11-17

Reporting Person: Mucenski Edward S. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-17	Common Stock	M	3000	$27.36	Acquired	5271.86	Direct
2016-11-17	Common Stock	S	3000	$54.8512	Disposed	2271.86	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-17	Stock Option	$27.36	M	3000	Disposed	2021-01-19	Common Stock (3000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1484.57	Indirect
Common Stock	7316.9786	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock (Deferred Compensation)	$		Common Stock (8557.3885)	8557.3885	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $38.56 to $38.73, 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: 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 65.9651 units acquired on October 10, 2016 pursuant to the Deferred Compensation Plan's dividend reinvestment feature.