GREENE COUNTY BANCORP INC — Director's Dealing 2012

Feb 9, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREENE COUNTY BANCORP INC (GCBC)
CIK: 0001070524
Period of Report: 2012-02-07

Reporting Person: NELSON STEPHEN E (EVP Lending)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-07	Common Stock	M	400	$12.50	Acquired	480	Direct
2012-02-07	Common Stock	S	400	$17.45	Disposed	80	Direct
2012-02-09	Common Stock	M	1150	$12.50	Acquired	1230	Direct
2012-02-09	Common Stock	S	300	$17.45	Disposed	930	Direct
2012-02-09	Common Stock	S	600	$17.49	Disposed	330	Direct
2012-02-09	Common Stock	S	250	$17.50	Disposed	80	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-07	Stock Options	$12.50	M	400	Disposed	2018-08-19	Common Stock (400)	Direct
2012-02-09	Stock Options	$12.50	M	1150	Disposed	2018-08-19	Common Stock (1150)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6982	Indirect
Common Stock	1544	Indirect

Footnotes

F1: The stock options will vest at a rate of one-third per Company fiscal year assuming certain cumulative earnings performance criteria are met.

F2: Includes 404 shares in The Bank of Greene County's 401K Plan in the Greene County Bancorp Stock Fund.