SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

LEVY JEFFREY M

(Last)

(First)

(Middle)

52 SOUTH BROAD STREET

(Street)

NORWICH

13815

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NBT BANCORP INC [ NBTB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP/ Pres Commercial Banking

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
NBT Bancorp Inc. Common Stock	12/31/2011		J	41.246	A	$0⁽¹⁾	28,478.629	D
NBT Bancorp Inc. Common Stock	12/31/2011		J	698.306	A	$0⁽²⁾	3,879.48	I	401k
NBT Bancorp Inc. Common Stock	12/31/2011		J	213.399	A	$0⁽³⁾	860.875	I	NBT Bancorp ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$20.19						01/15/2011⁽⁴⁾	01/15/2020	NBT Bancorp Inc. Common Stock	18,000		18,000	D
Non-Qualified Stock Option (right to buy)	$20.3617						01/15/2009⁽⁵⁾	01/15/2018	NBT Bancorp Inc. Common Stock	7,500		7,500	D
Non-Qualified Stock Option (right to buy)	$22.352						01/01/2007⁽⁵⁾	01/01/2016	NBT Bancorp Inc. Common Stock	5,000		5,000	D
Non-Qualified Stock Option (right to buy)	$23.293						10/01/2006⁽⁵⁾	10/01/2015	NBT Bancorp Inc. Common Stock	20,000		20,000	D
Non-Qualified Stock Option (right to buy)	$25.38						01/15/2010⁽⁴⁾	01/15/2019	NBT Bancorp Inc. Common Stock	13,000		13,000	D
Non-Qualified Stock Option (right to buy)	$25.762						01/01/2008⁽⁵⁾	01/01/2017	NBT Bancorp Inc. Common Stock	9,000		9,000	D

Explanation of Responses:

1. Shares acquired under Dividend Reinvestment Plan at a broker during period of January 1, 2011 to December 31, 2011 at prices ranging from $18.9804 to $21.988 per share.

2. Shares were purchased from 1/1/2011 through 12/31/2011 through NBT Bancorp Inc. 401k Plan.

3. Shares were purchased from 1/1/2011 through 12/31/2011 through NBT Bancorp Inc. ESOP Plan.

4. Pursuant to NBT Bancorp Inc. Omnibus Stock Option Agreement the grant vests 40% for first year, 20% annually for following years.

5. Pursuant to NBT Bancorp Inc. 1993 Stock Option Plan grant vests 40% for first year, 20% annually for following years.

	By: F. Sheldon Prentice, Power of Attorney For: Jeffrey M. Levy	01/27/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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