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*
SCOTT DEBORAH E
(Last) (First) (Middle)
155 JOSEPH STREET
(Street)
BLOSSBURG PA 16912
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Exec. VP & Sr. Trust Officer
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 2,547(1) D
Common Stock 3,446(1) I By 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options (Right to Buy) $24.25(2) 12/17/1998 4A 1,125(2) 12/17/1999(3) 12/17/2008 Common Stock 1,125 $0.00 1,125 D
Employee Stock Options (Right to Buy) $24.25(2) 12/17/2008 J(4) 1,125(2) 12/17/1999(3) 12/17/2008 Common Stock 1,125 $0.00 0 D
Employee Stock Options (Right to Buy) $18(2) 12/23/1999 4A 2,250(2) 12/23/2000(3) 12/23/2009 Common Stock 2,250 $0.00 2,250 D
Employee Stock Options (Right to Buy) $18(2) 12/23/2009 J(4) 2,250(2) 12/23/2000(3) 12/23/2009 Common Stock 2,250 $0.00 0 D
Employee Stock Options (Right to Buy) $13.5(2) 12/21/2000 4A 1,615(2) 06/21/2001 12/21/2010 Common Stock 1,615 $0.00 1,615 D
Employee Stock Options (Right to Buy) $13.5(2) 07/28/2008 4M(5) 1,615(2) 06/21/2001 12/21/2010 Common Stock 1,615 $0.00 0 D
Employee Stock Options (Right to Buy) $17(2) 01/02/2002 4A 3,528(2) 07/02/2002 01/02/2012 Common Stock 3,528 $0.00 3,528 D
Employee Stock Options (Right to Buy) $20.73(2) 01/02/2003 4A 2,700(2) 07/02/2003 01/02/2013 Common Stock 2,700 $0.00 2,700 D
Employee Stock Options (Right to Buy) $26.59 01/02/2004 4A 2,145 07/02/2004 01/02/2014 Common Stock 2,145 $0.00 2,145 D
Employee Stock Options (Right to Buy) $27 01/03/2005 4A 2,065 07/03/2005 01/03/2015 Common Stock 2,065 $0.00 2,065 D
Employee Stock Options (Right to Buy) $22.325 01/03/2007 4A 1,755 07/03/2007 01/03/2017 Common Stock 1,755 $0.00 1,755 D
Employee Stock Options (Right to Buy) $17.5 01/03/2008 4A 3,160 07/03/2008 01/03/2018 Common Stock 3,160 $0.00 3,160 D
Employee Stock Options (Right to Buy) $19.88 01/05/2009 4A 2,700 07/05/2009 01/05/2019 Common Stock 2,700 $0.00 2,700 D
Explanation of Responses:
1. Direct holdings were previously reported including shares held in ESOP (retirement plan shares) and without including unvested restricted stock (which were reported separately.) Total direct holdings reported in this Form have been revised to include unvested restricted stock and exclude shares held in ESOP, which are now reported as indirectly held.
2. Exercise prices and number of options shares adjusted for 2003 stock split.
3. Option vests in five equal annual installments beginning specified date.
4. Expiration of employee stock option without value exempt under Rule 16b-6(d).
5. Acquisition of shares pursuant to options exercised previously reported in Table I; however, the exercise was not reported in Table II.
Remarks:
Jessica R. Brown for Deborah E. Scott 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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