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.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
OWLETT EDWARD H III
(Last) (First) (Middle)
894 DEAN HILL ROAD
(Street)
WELLSBORO PA 16901
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CITIZENS & NORTHERN CORP [ CZNC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2009
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)
Amount (A) or (D) Price
Common Stock 6,107(1) D
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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Director Stock Options (Right to Buy) $18.0267(2) 04/15/1997 4A 300(2) 04/15/1997 04/15/2007 Common Stock 300 $0.00 300 D
Director Stock Options (Right to Buy) $18.0267(2) 04/11/2007 4M(3) 300(2) 04/15/1997 04/15/2007 Common Stock 300 $0.00 0 D
Director Stock Options (Right to Buy) $24.3333(2) 04/21/1998 4A 300(2) 04/21/1998 04/21/2008 Common Stock 300 $0.00 300 D
Director Stock Options (Right to Buy) $24.3333(2) 04/21/2008 J(4) 300(2) 04/21/1998 04/21/2008 Common Stock 300 $0.00 0 D
Director Stock Options (Right to Buy) $22.0833(2) 04/20/1999 4A 300(2) 04/20/1999 04/20/2009 Common Stock 300 $0.00 300 D
Director Stock Options (Right to Buy) $22.0833(2) 04/20/2009 J(4) 300(2) 04/20/1999 04/20/2009 Common Stock 300 $0.00 0 D
Director Stock Options (Right to Buy) $16.6667(2) 04/18/2000 4A 300(2) 04/18/2000 04/18/2010 Common Stock 300 $0.00 300 D
Director Stock Options (Right to Buy) $14.1667(2) 04/17/2001 4A 228(2) 04/17/2001 04/17/2011 Common Stock 228 $0.00 228 D
Director Stock Options (Right to Buy) $17(2) 01/02/2002 4A 537(2) 01/02/2002 01/02/2012 Common Stock 537 $0.00 537 D
Director Stock Options (Right to Buy) $20.7333(2) 01/02/2003 4A 411(2) 01/02/2003 01/02/2013 Common Stock 411 $0.00 411 D
Director Stock Options (Right to Buy) $26.59 01/02/2004 4A 327 01/02/2004 01/02/2014 Common Stock 327 $0.00 327 D
Director Stock Options (Right to Buy) $27 01/03/2005 4A 473 01/03/2005 01/03/2015 Common Stock 473 $0.00 473 D
Director Stock Options (Right to Buy) $22.325 01/03/2007 4A 538 01/03/2007 01/03/2017 Common Stock 538 $0.00 538 D
Director Stock Options (Right to Buy) $17.5 01/03/2008 4A 679 01/03/2008 01/03/2018 Common Stock 679 $0.00 679 D
Director Stock Options (Right to Buy) $19.88 01/05/2009 4A 1,341 01/05/2009 01/05/2019 Common Stock 1,341 $0.00 1,341 D
Explanation of Responses:
1. Direct holdings were previously reported without including unvested restricted stock (which were reported separately.) Total direct holdings reported in this Form have been revised to include unvested restricted stock.
2. Exercise prices and number of options shares adjusted for 2003 stock split.
3. Acquisition of shares pursuant to options exercised previously reported in Table I; however, the exercise was not reported in Table II.
4. Expiration of director stock option without value exempt under Rule 16b-6(d).
Remarks:
Jessica R. Brown for Edward H. Owlett, III under Power of Attorney dated 8/23/07. 02/16/2010
** 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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