8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May12, 2017

(Exact name of registrant as specified in its charter)

Delaware	001-13695	16-1213679
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
5790 Widewaters Parkway, DeWitt, New York		13214-1883
(Address of principal executive offices)		(Zip Code)

(315) 445-2282

(Registrant's telephone number, including area code)

_________________Not Applicable________________

 (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
	Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o

Item 8.01    Other Events

On May 12, 2017, Community Bank System, Inc. ("Community Bank System") issued a press release announcing that it completed its previously announced acquisition of Merchants Bancshares, Inc., a Delaware corporation ("Merchants"), pursuant to the Agreement and Plan of Merger, dated as of October 22, 2017 (the "Merger Agreement"), by and between Community Bank System and Merchants.  Under the terms of the Merger Agreement, Merchants merged with and into Community Bank System (the "Merger"), with Community Bank System being the surviving corporation of the Merger.  Additionally, Merchants Bank, a wholly owned subsidiary of Merchants, merged with and into Community Bank, N.A., a wholly owned subsidiary of Community Bank System, with Community Bank, N.A. continuing as the surviving bank.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Current Report on Form 8-K.

Item 9.01	Financial Statements and Exhibits.
(a)	Not applicable.
(b)	Not applicable.
(c)	Not applicable.
(d)	Exhibits.

Exhibit No.	Description
99.1	Press Release, dated May 12, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Community Bank System, Inc.
	By:  /s/ George J. Getman
	Name:  George J. Getman
	Title:  EVP and General Counsel
Dated:  May 12, 2017

2

EX-99.1

Exhibit 99.1

	News Release For further information, please contact:
5790 Widewaters Parkway, DeWitt, N.Y. 13214	Scott A. Kingsley, EVP & Chief Financial Officer Office: (315) 445-3121

Community Bank System, Inc.

Completes Merger with Merchants Bancshares, Inc.

SYRACUSE, N.Y. — May 12, 2017 — Community Bank System, Inc. ("Community Bank System") (NYSE: CBU), the parent company of Community Bank, N.A., announced today that it completed its merger with Merchants Bancshares, Inc. ("Merchants") (NASDAQ: MBVT) and its banking subsidiary, Merchants Bank, on May 12, 2017.  As a combined financial institution, Community Bank System will have approximately $11.0 billion in assets and $8.9 billion in deposits, and expand its banking footprint across the State of Vermont and into Western Massachusetts.

Mark E. Tryniski, President and Chief Executive Officer of Community Bank System commented, "We are excited to welcome the customers, employees, and stockholders of Merchants to Community Bank.  Merchants Bank has a rich tradition of community banking and serving its local communities and that tradition will continue.  Community Bank is pleased to be expanding its footprint into New England and is committed to our new employees and customers and the communities in which they live and work.  With this acquisition, we open a new chapter as a financial institution with over $10 billion in assets and are well positioned for the opportunities that lie ahead."

In conjunction with the closing of the merger, two Merchants directors, Jeffrey L. Davis, the former Chair of the Board of Directors of Merchants, and Raymond C. Pecor, III, have been appointed to the Boards of Directors of Community Bank System, Inc. and Community Bank, N.A.

Under the terms of the Agreement and Plan of Merger ("Merger Agreement"), Merchants stockholders were entitled to elect the form of merger consideration to be received in the transaction.  Most of the Merchants stockholders who submitted election forms by the election deadline of May 9, 2017 made the "all-stock" election to receive their merger consideration solely in the form of shares of Community Bank System common stock.  The Exchange Agent, American Stock Transfer & Trust Company, LLC, is in the process of determining the allocation and proration of the merger consideration in accordance with the Merger Agreement, and the final results will be reported in a separate press release as soon as the information becomes available.

About Community Bank System, Inc.

Community Bank System, Inc. operates more than 230 customer facilities across Upstate New York, Northeastern Pennsylvania, Vermont, and Western Massachusetts through its banking subsidiary, Community Bank, N.A.  In addition to a full range of retail and business banking services, the Company offers comprehensive financial planning, insurance and wealth management services.  The Company's Benefit Plans Administrative Services, Inc. subsidiary is a leading provider of employee benefits administration and trust services, and actuarial and other

consulting services to customers on a national scale. Community Bank System, Inc. is listed on the New York Stock Exchange and the Company's stock trades under the symbol CBU. For more information about Community Bank visit www.communitybankna.com or http://ir.communitybanksystem.com.

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This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  The following factors, among others, could cause the actual results of CBU's operations to differ materially from CBU's expectations: the successful integration of operations of its acquisitions; competition; changes in economic conditions, interest rates and financial markets; and changes in legislation or regulatory requirements.  These statements are based on the current beliefs and expectations of CBU's management and CBU does not assume any duty to update forward-looking statements.