| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COMMUNITY BANK SYSTEM, INC. [ CBU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/19/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 9,265.175(1) | D | ||||||||
| Common Stock | 9,376.523(2) | I | By Trust(3) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock (Deferred Compensation under Merchants plan) | (4) | (4) | (4) | Common Stock | 9,424.4629 | 9,424.4629(5) | D | ||||||||
| Phantom Stock (Deferred Compensation) | (6) | 03/21/2024 | A | 445.846 | (6) | (6) | Common Stock | 445.846 | $45.98 | 7,006.4744(7) | D | ||||
| Phantom Stock (Deferred Stock Units) | (8) | 03/19/2024 | A | 1,395 | (8) | (8) | Common Stock | 1,395 | $0 | 5,539.4766(9) | D | ||||
| Explanation of Responses: |
| 1. Includes 82.2757 shares acquired pursuant to the Community Bank System, Inc. Dividend Reinvestment Plan. |
| 2. Includes 83.473 shares acquired pursuant to the Community Bank System, Inc. Dividend Reinvestment Plan. |
| 3. The reporting person disclaims beneficial ownership of these securities, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose. |
| 4. The units of phantom stock were acquired through Merchants Bancshares, Inc.'s ("Merchants") deferred compensation plan. Each unit of phantom stock is the economic equivalent of one share of Community Bank System, Inc. common stock. The units of phantom stock relating to such deferred compensation plan will be settled in Community Bank System, Inc. common stock at future dates selected by the reporting person. |
| 5. Includes 80.0329, 90.7899, 96.7449, and 83.8965 units of phantom stock acquired on April 10, 2023, July 10, 2023, October 10, 2023, and January 10, 2024, respectively, under the Merchants' deferred compensation plan's dividend reinvestment feature. |
| 6. Each unit of phantom stock is the economic equivalent of one share of Community Bank System, Inc. common stock. The units of phantom stock relating to the Deferred Compensation Plan will be settled in Community Bank System, Inc. common stock at future dates selected by the reporting person. |
| 7. Includes 44.7814, 50.4408, 58.7445, and 54.7196 units of phantom stock acquired on April 10, 2023, July 10, 2023, October 10, 2023, and January 10, 2024, respectively, under the Deferred Compensation Plan's dividend reinvestment feature. |
| 8. The reporting person has received deferred stock units under the Community Bank System, Inc. 2022 Long-Term Incentive Plan, as amended (the "Plan"). Each phantom stock unit which represents a deferred stock unit is the economic equivalent of one share of Community Bank System, Inc. common stock and will be settled in common stock at a predetermined date. |
| 9. Includes 35.597, 40.0907, 43.1863, and 37.007 units of phantom stock acquired on April 10, 2023, July 10, 2023, October 10, 2023, and January 10, 2024, respectively, as dividend equivalents under the Plan. |
| /s/ Danielle M. Cima, pursuant to a Confirming Statement executed by Raymond C. Pecor, III | 03/21/2024 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||