UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB Number:    3235-0101

Expires:           June 30, 2020 

Estimated  average  burden 

hours per response1.00

SEC USE ONLY

NOTICE OF PROPOSED SALE OF SECURITIES

PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

 DOCUMENT SEQUENCE NO.

ATTENTION:

Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale

or executing a sale directly with a market maker.

 CUSIP NUMBER

 1 (a) NAME OF ISSUER (Please type or print)

(b)  IRS IDENT. NO.

(c) S.E.C. FILE NO.

WORK LOCATION

Citizens & Northern Corporation

23-2451943

000-16084

 1 (d) ADDRESS OF ISSUER

STREET

CITY 

STATE

ZIP CODE

  (e) TELEPHONE NO.

90-92 Main Street

Wellsboro

PA

16901

 AREA CODE

 570

NUMBER

724-3411

2 (a) NAME OF PERSON FOR WHOSE ACCOUNT

THE SECURITIES ARE TO BE SOLD

 (b) RELATIONSHIP TO ISSUER

 (c) ADDRESS STREET

CITY

STATE

ZIP CODE 

Edward H. Owlett, III and Mary E. Owlett

Director

894 Dean Hill Road

Wellsboro

PA

16901

3 (a)

(b)

(c)

Title of the Class of

Securities To

Be Sold

Name and Address of Each Broker Through

Whom the Securities are to be Offered or

Each Market Maker

who is Acquiring the Securities

Broker-Dealer

File Number

Number of Shares

or Other Units

To Be Sold

(See instr. 3(c))

Aggregate

Market

Value

(See instr. 3(d))

Number of Shares

or Other Units

Outstanding

(See instr. 3(e))

Approximate 

Date of Sale

(See instr. 3(f))

(MO.  DAY  YR.)

Name of Each 

Securities 

Exchange

(See instr. 3(g))

Common

Cowen Execution Services LLC

1633 Broadway 48th Floor

New York, NY 10019

35,519

$820,134 _(a)

12,176,693

08 15 17

NASDAQ

1.

(a) 

Name of issuer

3. 

(a) 

Title of the class of securities to be sold

(b)

Issuer’s I.R.S. Identification Number

(b)

Name and address of each broker through whom the securities are intended to be sold

(c)

Issuer’s S.E.C. file number, if any

(c)

Number of shares or other units to be sold (if debt securities, give the aggregate face amount)

(d)

Issuer’s address, including zip code

(d)

Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice

(e)

Issuer’s telephone number, including area code

(e)

Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown

2.

(a) 

Name of person for whose account the securities are to be sold

(f)

Approximate date on which the securities are to be sold

(b)

(g)

Name of each securities exchange, if any, on which the securities are intended to be sold

(c)

Such person’s address, including zip code

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Title of 

the Class

Date you 

Acquired

Nature of Acquisition Transaction

Name of Person from Whom Acquired

(If gift, also give date donor acquired)

Amount of 

Securities Acquired

Date 

of Payment

Nature of Payment

Common

Various

Shares acquired over many years via purchase for cash, dividend reinvestment through company plan, exercise of stock options and inheritance

Various

Various

Various

Cash, dividend reinvestment, exercise of stock options, inheritance

INSTRUCTIONS:

If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Name and Address of Seller

Title of Securities Sold

Date of Sale

Amount of 

Securities Sold

Gross Proceeds

None

REMARKS:

(a) Aggregate market value of shares to be sold based on closing price of $23.09 per share on July 27, 2017.

INSTRUCTIONS:

See the definition of “person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

ATTENTION: The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

DATE OF NOTICE

(SIGNATURE)

DATE OF PLAN ADOPTION OR GIVING OF INSTRUCTION,

IF RELYING ON RULE 10B5-1

The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed signatures.  

ATTENTION: Intentional misstatements or omission of facts consitute Federal Criminal Violations (See 18 U.S.C 1001)